-----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, U0mB6InbnSTLdFr819purH8O9Qea8D27tBNoXOGyJ+awwUwigmVVPKei3XW5kYlo XNZ9U/D/PNi2nIDm1JGNMg== 0001013594-98-000036.txt : 19980518 0001013594-98-000036.hdr.sgml : 19980518 ACCESSION NUMBER: 0001013594-98-000036 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980515 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAYTON MINING CORP CENTRAL INDEX KEY: 0000939696 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45127 FILM NUMBER: 98625904 BUSINESS ADDRESS: STREET 1: 200 BURRARD ST STREET 2: STE 1610 CITY: VANCOUVER BC CANADA STATE: A1 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 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 1 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d - 101) Information to be included in statements filed pursuant to 13d-1(a) and amendments thereto filed pursuant to 13d-2(a) (Amendment No. )* Dayton Mining Corp. (Name of Issuer) Common Stock, without par value (Title of Class of Securities) 239902109 (CUSIP Number) Martin D. Sklar, 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) May 11, 1998 (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 . Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 11 Pages) 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott Associates, L.P., a Delaware Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (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 1,983,700 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,983,700 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,983,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.86% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Westgate International, L.P., a Cayman Islands Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (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 Cayman Islands, British West Indies NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 1,983,900 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,983,900 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,983,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.86% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martley International, Inc., a Delaware corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (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 1,983,900 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,983,900 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,983,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.86% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. Security and Issuer This statement relates to the common stock, without par value (the "Common Stock"), of Dayton Mining Corp. (the "Issuer"). The Issuer's principal executive office is located at Suite 2453, Three Bentall Centre, 595 Burrard Street, Vancouver, British Columbia, Canada V7X 1K8. ITEM 2. Identity and Background (a)-(c) The names of the persons filing this statement on Schedule 13D 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. ELLIOTT The business address of Elliott is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Elliott is to purchase, sell, trade and invest in securities. SINGER Singer's business address is 712 Fifth Avenue, 36th Floor, New York, New York 10019. Singer's principal occupation or employment is that of serving as general partner of Elliott and Braxton LP and president of Martley. BRAXTON LP The business address of Braxton LP is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Braxton LP is the furnishing of investment advisory services. The names, business addresses, and present principal occupation or employment of the general partners of Braxton LP are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of Martley Braxton Associates, Inc. 712 Fifth Avenue 36th Floor New York, New York 10019 The principal business of Braxton Associates, Inc. is serving as general partner of Braxton LP The name, business address, and present principal occupation or employment of each director and executive officer of Braxton Associates, Inc. are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of MartleyWESTGATE 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. The principal business of Westgate is to purchase, sell, trade and invest in securities. The name, business address, and present principal occupation or employment of the general partner of Westgate are as follows: NAME ADDRESS OCCUPATION Hambledon, Inc. c/o Midland Bank Trust Corporation (Cayman) Limited P.O. Box 1109 Mary Street Grand Cayman Cayman Islands British West Indies General partner of Westgate HAMBLEDON, INC. The name, business address, and present principal occupation or employment of each director and executive officer of Hambledon are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of Martley MARTLEY INTERNATIONAL, INC. The business address of Martley is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Martley is to act as investment manager for Westgate. The name, business address, and present principal occupation or employment of each director and executive officer of Martley are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of Martley (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) All of the natural persons listed above are citizens of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration The source and amount of funds used by Elliott in making purchases of the Common Stock beneficially owned by it are set forth below. SOURCE OF FUNDS: AMOUNT OF FUNDS: Margin account maintained at $3,396,959.71 Merrill Lynch International The source and amount of funds used by Westgate in making purchases of the Common Stock beneficially owned by it are set forth below. SOURCE OF FUNDS: AMOUNT OF FUNDS: Margin account maintained at $3,397,319.00 Merrill Lynch International ITEM 4. Purpose of Transaction Each of Elliott and Westgate acquired the Common Stock beneficially owned by it in the ordinary course of its trade or business of purchasing, selling, trading and investing in securities. Martley has acted as investment manager with respect to Westgate's acquisition of beneficial ownership of Common Stock. Depending upon market conditions and other factors that it may deem material, each of Elliott and Westgate may purchase additional shares of Common Stock or related securities or may dispose of all or a portion of the Common Stock or related securities that it now beneficially owns or may hereafter acquire. Elliott and Westgate filed a Schedule 13G with respect to the Common Stock beneficially owned by each of them on March 20, 1998. Elliott and Westgate are now filing this Schedule 13D because each of them no longer holds the Common Stock beneficially owned by it without the purpose of changing or influencing the control of the Issuer. Elliott and Westgate are each concerned that the Issuer's management is not exploring all alternatives to maximize shareholder value and may seek the replacement of all or some of the members of the Issuer's Board of Directors. Except as set forth herein, none of Elliott, Westgate or Martley has any plans or proposals which relate to or would result in any of the actions set forth in subparagraphs (a) through (j) of Item 4. ITEM 5. Interest in Securities of the Issuer (a) Elliott beneficially owns 1,983,700 shares of Common Stock constituting 4.86% of the outstanding shares of Common Stock. Manchester Securities Corp., a New York corporation and a wholly-owned subsidiary of Elliott, owns and is the record holder of 1000 shares of the Common Stock beneficially owned by Elliott. Westgate beneficially owns 1,983,900 shares of Common Stock constituting 4.86% of the outstanding shares of Common Stock. Elliott and Westgate together beneficially own 3,967,600 shares of Common Stock, constituting 9.71% of all 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 Common Stock beneficially owned by it. Westgate has the shared power with Martley to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock owned by Westgate. Information regarding each of Westgate and Martley for the purposes of subparagraph (b) of this Item 5 is set forth in Item 2 above and expressly incorporated by reference herein. (c) The following transactions were effected by Elliott during the past sixty (60) days: Approximate Price Per Amount of SharesShare (exclusive of Date Security Bought (Sold) commissions) 3/13/98 Common 200,000 $1.274 3/23/98 Common 25,000 $1.313 4/17/98 Common 57,500 $1.366 4/17/98 Common 179,000 $1.348 4/20/98 Common 50,000 $1.437 4/20/98 Common 100,000 $1.367 4/21/98 Common 200,000 $1.564 4/22/98 Common 12,500 $1.503 4/30/98 Common 6,400 $1.503 5/05/98 Common 1,000 $1.500 5/05/98 Common (1,000) $1.500 The above transactions were either effected by Elliott on the American Stock Exchange in New York or privately negotiated in New York. The following transactions were affected by Westgate during the past sixty (60) days: Approximate Price Per Amount of SharesShare (exclusive of Date Security Bought (Sold) commissions) 3/13/98 Common 200,000 $1.274 3/23/98 Common 25,000 $1.313 4/17/98 Common 237,000 $1.348 4/20/98 Common 50,000 $1.437 4/20/98 Common 100,000 $1.367 4/21/98 Common 200,000 $1.564 4/22/98 Common 12,500 $1.503 4/30/98 Common 6,400 $1.503 The above transactions were either effected by Westgate on the American Stock Exchange in New York or privately negotiated in New York. No other transactions were effected by Elliott or Westgate 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 Westgate 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 Westgate and Martley. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer None ITEM 7. Material to be Filed as Exhibits Exhibit A - Joint Filing Agreement SIGNATURE 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: ELLIOTT ASSOCIATES, L.P. May 13, 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 13D with respect to the Common Stock of Dayton Mining Corp., dated May 13, 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(f) under the Securities Exchange Act of 1934, as amended. Dated as of: May 13, 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-----