-----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, Dq2qKFRwpRpbF+Cpk0YQaAK10WKBQtCqBdcVeBV3CiDxIRp9nKhgHlObH6SJM4Bh sn3Tkkx56rW7C5008XNhcA== 0001013594-98-000017.txt : 19980309 0001013594-98-000017.hdr.sgml : 19980309 ACCESSION NUMBER: 0001013594-98-000017 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980306 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CITYSCAPE FINANCIAL CORP CENTRAL INDEX KEY: 0000866253 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 112994671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-45797 FILM NUMBER: 98559313 BUSINESS ADDRESS: STREET 1: 565 TAXTER RD CITY: ELMSFORD STATE: NY ZIP: 10523-5200 BUSINESS PHONE: 9145926677 MAIL ADDRESS: STREET 1: 565 TAXTER RD CITY: ELMSFORD STATE: NY ZIP: 10523-5200 FORMER COMPANY: FORMER CONFORMED NAME: MANDI OF ESSEX LTD DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129746000 MAIL ADDRESS: STREET 1: 712 FIFTH AVE STREET 2: 36TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (Amendment No. )* (Name of Issuer) Cityscape Financial Corp. (the "Issuer"). (Title of Class of Securities) Common Stock, $0.01 par value (CUSIP Number) 178778106 Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel: (212) 986-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) (Date of Event which Requires Filing of this Statement) February 24, 1998 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-(c) Rule 13d-1(d) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. 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). (Continued on the Following Pages) (Page 1 of 10 Pages) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott Associates, L.P., a Delaware Limited Partnership CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 2. SEC USE ONLY 3. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 4. SOLE VOTING POWER 3,937,600 5. SHARED VOTING POWER 0 6. SOLE DISPOSITIVE POWER 3,937,600 7. SHARED DISPOSITIVE POWER 0 8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,937,600 9. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.8% 11. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10 (INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS APPLICABLE), AND THE SIGNATURE ATTESTATION. 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Westgate International, L.P., a Cayman Islands Limited Partnership CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 2 SEC USE ONLY 3 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 4 SOLE VOTING POWER 0 5 SHARED VOTING POWER 3,959,806 6 SOLE DISPOSITIVE POWER 0 7 SHARED DISPOSITIVE POWER 3,959,806 8 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,959,806 9 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.8% 11 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10 (INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS APPLICABLE), AND THE SIGNATURE ATTESTATION. 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martley International, Inc., a Delaware corporation CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 2 SEC USE ONLY 3 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 4 SOLE VOTING POWER 0 5 SHARED VOTING POWER 3,959,806 6 SOLE DISPOSITIVE POWER 0 7 SHARED DISPOSITIVE POWER 3,959,806 8 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,959,806 9 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.8% 11 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10 (INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS APPLICABLE), AND THE SIGNATURE ATTESTATION. ITEM 1(a).Name of Issuer: Cityscape Financial Corp. (the "Issuer"). Item 1(b).Address of Issuer's Principal Executive Offices: 565 Taxter Road Elmsford, New York 10523 Item 2(a). Name of Persons Filing: The names of the persons filing this statement on Schedule 13G are: Elliott Associates, L.P., a Delaware limited partnership, and its wholly-owned subsidiaries ("Elliott"), Westgate International, L.P., a Cayman Islands limited partnership ("Westgate"), and Martley International, Inc., a Delaware corporation ("Martley"). Paul E. Singer ("Singer") and Braxton Associates, L.P., a Delaware limited partnership ("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 Stock. Item 2(b).Address of Principal Business Office or, if None, Residence: ELLIOTT The business address of Elliott is 712 Fifth Avenue, 36th Floor, New York, New York 10019. SINGER The business address of Singer is 712 Fifth Avenue, 36th Floor, New York, New York 10019. BRAXTON LP The business address of Braxton LP is 712 Fifth Avenue, 36th Floor, New York, New York 10019. 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. HAMBLETON The business address of Hambledon is Hambleton, Inc., c/o Midland Bank Trust Corporation (Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman Islands, British West Indies. MARTLEY INTERNATIONAL, INC. The business address of Martley is 712 Fifth Avenue, 36th Floor, New York, New York 10019. Item 2(c).Citizenship: Elliott Associates, L.P. is a Limited Partnership formed under the laws of Delaware. Westgate International, L.P. is a Limited Partnership formed under the laws of the Cayman Islands, British West Indies. Martley International, Inc. is a corporation formed under the laws of Delaware. Item 2(d).Title of Class of Securities Common Stock, $0.01 par value (the "Securities"). Item 2(e).CUSIP Number: 178778106 Item 3. If This Statement is Filed Pursuant to Rule 13d- 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) Broker or dealer registered under Section 15 of the Exchange Act. (b) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) Investment company registered under Section 8 of the Investment Company Act. (e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Certain of the Securities shown below as owned by the reporting persons are deemed to be beneficially owned by such reporting persons through their ownership of convertible securities of the Issuer. Because of current limitations on the ability of the reporting persons to convert such convertible securities, the reporting persons own an aggregate of 4,998,425 shares of Securities of the Issuer, constituting an aggregate of 9.9% of all of the outstanding Securities. (b) Percent of class: Elliott has beneficial ownership of 3,937,600 shares of the Securities constituting 7.8% of all outstanding Securities. Westgate and Martley together have beneficial ownership of 3,959,806 shares of the Securities, constituting 7.8% of all of the outstanding Securities. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Elliott has sole power to vote or direct the vote of 3,937,600 shares of the Securities of the Issuer. (ii) Shared power to vote or to direct the vote Westgate and Martley together have shared power to vote or direct the vote of 3,959,806 shares of the Securities of the Issuer. (iii) Sole power to dispose or to direct the disposition of Elliott has sole power to dispose or direct the disposition of 3,937,600 shares of the Securities of the Issuer. (iv) Shared power to dispose or to direct the disposition of Westgate and Martley together have shared power to dispose or direct the disposition of 3,959,806 shares of the Securities of the Issuer. In accordance with rule 13d-1(k), the reporting persons have executed a Joint Filing Agreement annexed hereto as Exhibit A. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Anther Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below the undersigned hereby certifies that, to the best of its knowledge and belief, the Securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the Securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: ELLIOTT ASSOCIATES, L.P. March 6, 1998 By:/s/Paul E. Singer Paul E. Singer General Partner WESTGATE INTERNATIONAL, L.P. By: Martley International, Inc., as Investment Manager By:/s/Paul E. Singer Paul E. Singer President MARTLEY INTERNATIONAL, INC. By:/s/Paul E. Singer Paul E. Singer President EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Cityscape Financial Inc., dated March 6, 1998 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(k) under the Securities Exchange Act of 1934, as amended. Dated as of: March 6, 1998 ELLIOTT ASSOCIATES, L.P. WESTGATE INTERNATIONAL, L.P. By:/s/Paul E. Singer By: Martley International, Paul E. Singer Inc., General Partner as Investment Manager By:/s/Paul E. Singer Paul E. Singer President MARTLEY INTERNATIONAL, INC. By:/s/Paul E. Singer Paul E. Singer President -----END PRIVACY-ENHANCED MESSAGE-----