-----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, HZBwTN7rRt1Fxu9XWxK+92zmURkyhuidF6N5esVW1gJbYW0C1l3uE/tGmf6LjsCy 1ewd1C+VINaTM49rC4XNrg== 0000897423-97-000161.txt : 19971208 0000897423-97-000161.hdr.sgml : 19971208 ACCESSION NUMBER: 0000897423-97-000161 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971205 SROS: NASD GROUP MEMBERS: HBK FINANCE L.P. GROUP MEMBERS: HBK INVESTMENTS L P GROUP MEMBERS: HBK INVESTMENTS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PETRIE STORES LIQUIDATING TRUST CENTRAL INDEX KEY: 0000077808 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 226679945 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-13232 FILM NUMBER: 97733395 BUSINESS ADDRESS: STREET 1: 70 ENTERPRISE AVE CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2018663600 FORMER COMPANY: FORMER CONFORMED NAME: PETRIE STORES CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBK INVESTMENTS L P CENTRAL INDEX KEY: 0001011443 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752622581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 MAIN STREET SUITE 2750 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178706100 MAIL ADDRESS: STREET 1: 777 MAIN STREET SUITE 2750 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 PETRIE STORES LIQUIDATING TRUST SCHED. 13D AMEND. NO. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Petrie Stores Liquidating Trust (Name of Issuer) Units of Beneficial Interest (Title of Class of Securities) 716437108 (Cusip Number) David C. Haley HBK Investments L.P. 777 Main Street, Suite 2750 Fort Worth, Texas 76102 (817) 870-6100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 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 [ ]. *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). 1. Name of Reporting Person: HBK Investments L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC and OO (See Item 3) (1) 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 7. Sole Voting Power: 3,792,653 (1)(2) Number of Shares Beneficially 8. Shared Voting Power: 2,918,000 (2)(3) Owned By Each Reporting 9. Sole Dispositive Power: 3,792,653 (1)(2) Person With 10. Shared Dispositive Power: 2,918,000 (2)(3) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 6,710,653 (1)(3) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 12.8% 14. Type of Reporting Person: PN - ---------------------------- (1) 3, 792,653 Units of Beneficial Interests were purchased by HBK Securities Ltd. HBK Investments L.P. has sole voting and dispositive power over these Units pursuant to an Investment Management Agreement with HBK Securities Ltd. Accordingly, HBK Securities Ltd. has no beneficial ownership of such shares. (2) Power is exercised by its general partner, HBK Partners II L.P., whose general partner is HBK Management L.L.C. (3) Represents 2,918,000 Units of Beneficial Interest purchased by HBK Finance L.P. HBK Investments L.P. has shared voting and dispositive power over these Units pursuant to an Amended and Restated Management Agreement. 1. Name of Reporting Person: HBK Finance L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC and OO (See Item 3) 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 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 2,918,000 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 2,918,000 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,918,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.6% 14. Type of Reporting Person: BD - ---------------------------- (1) Power is exercised by its general partner, HBK Fund L.P., whose general partner is HBK Capital L.P., whose general partner is HBK Partners I L.P., whose general partner is HBK Management L.L.C. Power is shared with HBK Investments L.P. pursuant to an Amended and Restated Management Agreement. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend the Schedule 13D Statement of HBK Investments L.P. dated April 1, 1996, as amended by Amendment No. 1 dated September 16, 1996, Amendment No. 2 dated October 4, 1996, Amendment No. 3 dated December 10, 1996, Amendment No. 4 dated February 25, 1997 and Amendment No. 5 dated November 19, 1997 (the "Schedule 13D"), relating to the Units of Beneficial Interest of Petrie Stores Liquidating Trust. Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13D. ITEM 1. SECURITY AND ISSUER. No material change. ITEM 2. IDENTITY AND BACKGROUND. No material change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended in its entirety to read as follows: The source and amount of the funds used or to be used by each of the Reporting Persons to purchase the Units are set forth below. REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS Investments Working Capital and Other (1)(2) $ 10,638,936 Finance Working Capital and Other (1) $ 7,049,081 (1) As used herein the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from, among other sources, banks and brokerage firm margin accounts, to operate such business in general. A portion of the funds reported herein was obtained from Bear Stearns & Co., Inc. as margin loans to acquire the Units, and the remainder was obtained from Working Capital. (2) The Units were purchased by HBK Securities Ltd., which has no beneficial ownership of such Units. ITEM 4. PURPOSE OF TRANSACTION. No material change. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Paragraphs (a)-(c) of Item 5 are hereby amended in their entirety to read as follows: (a) Reporting Persons Pursuant to an Investment Management Agreement with HBK Securities Ltd. and an Amended and Restated Management Agreement with Fund and Capital, the aggregate number of Units that Investments owns beneficially, pursuant to Rule 13d-3 of the Act, is 6,710,653, which constitutes approximately 12.8% of the outstanding Units. The aggregate number of Units that Finance owns beneficially, pursuant to Rule 13d-3 of the Act, is 2,918,000, which constitutes approximately 5.6% of the outstanding Units. Controlling Persons Because of its position as the sole general partner of Investments, Partners II may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 6,710,653 Units, which constitutes approximately 12.8% of the outstanding Units. Each of (1) Fund, as sole general partner of Finance, (2) Capital, as sole general partner of Fund, and (3) Partners I, as sole general partner of Capital, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,918,000 Units, which constitutes approximately 5.6% of the outstanding Units. Each of (1) Management, as sole general partner of Partners I and Partners II, and (2) the Managers, as controlling persons of Management, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 6,710,653 Units, which constitutes approximately 12.8% of the outstanding Units. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any Units. (b) Reporting Persons Pursuant to an Investment Management Agreement with HBK Securities Ltd., and acting through its general partner, Partners II, Investments has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,792,653 Units. Pursuant to an Amended and Restated Management Agreement with Fund and Capital, and acting through its general partner, Partners II, Investments has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 2,918,000 Units. Acting through its general partner, Fund, Finance has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 2,918,000 Units. Controlling Persons Acting through its general partner, Management, and in its capacity as the general partner of Investments, Partners II has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,792,653 Units and the shared power to vote or to direct the vote and to dispose or to direct the disposition of 2,918,000 Units. Acting through its general partner, Capital, and in its capacity as the general partner of Finance, Fund has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 2,918,000 Units. Acting through its general partner, Partners I, and in its capacity as the general partner of Fund, Capital has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 2,918,000 Units. Acting through its general partner, Management, and in its capacity as the general partner of Capital, Partners I has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 2,918,000 Units. In its capacity as the general partner of Partners I and Partners II, Management has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 6,710,653 Units. Managers In his capacity as a controlling person of Management, each of the Managers has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 6,710,653 Units. (c) Since the Reporting Persons' most recent filing on Schedule 13D, the Item 2 Persons have purchased Units in over-the-counter transactions on NASDAQ, as follows: NUMBER OF UNITS PRICE PER PURCHASED OR UNIT ITEM 2 PERSON DATE SOLD Investments (1) 12/01/97 5,000 $ 3.25 Investments (1) 12/02/97 848,000 3.12 (1) The Units were purchased by HBK Securities Ltd., which has no beneficial ownership of such Units pursuant to an Investment Management Agreement with Investments. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended in its entirety to read as follows: Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: December 5, 1997 HBK INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (1) HBK FINANCE L.P. By: /s/ H. Michael Reese H. Michael Reese (2) (1) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Investments L.P. previously has been filed with the Securities and Exchange Commission. (2) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Finance L.P. previously has been filed with the Securities and Exchange Commission. EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 5 Exhibit 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. HBK INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (1) HBK FINANCE L.P. By: /s/ H. Michael Reese H. Michael Reese (2) (1) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Investments L.P. previously has been filed with the Securities and Exchange Commission. (2) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Finance L.P. previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----