-----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, WuxmCfZUBRhoh5QkIERSXl97BQnoElJgIHhC54hykQn0HSAJ4jXTdUUs89eqVBuC wWiEynlMSEiyoWyDXBPing== 0001013594-00-000069.txt : 20000216 0001013594-00-000069.hdr.sgml : 20000216 ACCESSION NUMBER: 0001013594-00-000069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS SUPERCONDUCTOR CORPORATION CENTRAL INDEX KEY: 0000888693 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 363688459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45362 FILM NUMBER: 546266 BUSINESS ADDRESS: STREET 1: 451 KINGSTON CT CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 BUSINESS PHONE: 8473919400 MAIL ADDRESS: STREET 1: 451 KINGSTON COURT CITY: MT PROSPECT STATE: IL ZIP: 60056 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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Illinois Superconductor Corporation (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 452284102 (CUSIP Number) Stephen M. Schultz, 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) February 9, 2000 (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) 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 20,727,333 8 SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 20,727,333 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,727,333 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.7% 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) Westgate 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 20,923,416 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 20,923,416 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,923,416 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.9% 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) Martley International, 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 20,923,416 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 20,923,416 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,923,416 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.9% 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, $.001 par value (the "Common Stock") of Illinois Superconductor Corporation (the "Issuer") beneficially owned by the Reporting Persons specified herein as of January 8, 2000 and amends and supplements the Schedule 13D dated April 7, 1999, as amended on April 9, 1999, November 10, 1999 and January 11, 2000 (the "Schedule 13D"). Except as set forth herein, the Schedule 13D, as previously amended, 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 $3,522,455.81 The source and amount of funds used by Westgate 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 $3,556,862.93 ITEM 5. Interest in Securities of the Issuer. (a) Elliott beneficially owns an aggregate of 20,727,333 shares of Common Stock, constituting 48.7% of all of the outstanding shares of Common Stock. Elliott currently holds the following securities of the Issuer: - 237,656 shares of Common Stock held outright, - $833,334 face amount of the Issuer's 6% Senior Convertible Notes due May 15, 2002 ("6% Notes") which, together with accrued interest thereon, are presently convertible into 3,508,336 shares of Common Stock, - $661,111 face amount of the Issuer's 2% Senior Convertible Notes due May 15, 2002 ("2% Notes") which, together with accrued interest thereon, are presently convertible into 2,737,734 shares of Common Stock, - $1,288,889 face amount of the Issuer's 2% Senior Convertible Notes due May 15, 2002 ("Amended 2% Notes") which, together with accrued interest thereon, are presently convertible into 5,517,877 shares of Common Stock, - $555,556 face amount of the Issuer's 10% Notes due January 2, 2001 ("10% Notes") which are presently convertible into 2,263,891 shares of Common Stock, - Warrants expiring on November 5, 2004 ($.25 strike price) presently exercisable for 222,222 shares of Common Stock ("10% Warrants") - Warrants expiring on March 31, 2002 ($.25 strike price) presently exercisable for 333,334 shares of Common Stock ("6% Warrants"), - Warrants expiring on March 31, 2002 ($.25 strike price) presently exercisable for 555,556 shares of Common Stock ("Amended 2% Warrants"), - Warrants expiring on May 15, 2001 ($.25 strike price) presently exercisable for 444,444 shares of Common Stock ("2% Warrants"), - Warrants expiring on October 29, 2001 ($.25 strike price) presently exercisable for 17,391 shares of Common Stock, - Option to purchase from the Issuer for $1,111,112 (i) 10% Warrants exercisable for 444,444 shares of Common Stock, and (ii) $1,111,112 face amount of 10% Notes convertible into 4,444,448 shares of Common Stock. The amount of shares of Common Stock into which Elliott, Westgate, and Martley's convertible notes and warrants are each convertible or exchangeable is limited, pursuant to the terms of such instruments, to that amount which would result in Elliott, Westgate and Martley together having beneficial ownership of Common Stock not exceeding 9.9% of all of the outstanding shares of Common Stock (the "Ownership Limitation"). However, the Ownership Limitation is suspended during any periods when Elliott, Westgate and Martley have the status of "director" or "director by deputization" of the Issuer for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, as is currently the case due to the election of Messrs. Brodsky and Perlman, designees of the Reporting Persons, to the Board. Together, Westgate and Martley beneficially own an aggregate of 20,923,416 shares of Common Stock, constituting 48.9% of all of the outstanding shares of Common Stock. Westgate and Martley currently hold the following securities of the Issuer: - 226,689 shares of Common Stock held outright, - $833,333 face amount of 6% Notes which, together with accrued interest thereon, are presently convertible into 3,508,332 shares of Common Stock, - $711,111 face amount of 2% Notes which, together with accrued interest thereon, are presently convertible into 2,944,790 shares of Common Stock, - $1,288,889 face amount of Amended 2% Notes which, together with accrued interest thereon, are presently convertible into 5,517,877 shares of Common Stock, - $555,556 face amount of 10% Notes which are presently convertible into 2,263,891 shares of Common Stock, - 10% Warrants presently exercisable for 222,222 shares of Common Stock, - 6% Warrants presently exercisable for 333,333 shares of Common Stock, - Amended 2% Warrants presently exercisable for 555,555 shares of Common Stock, - 2% Warrants presently exercisable for 444,445 shares of Common Stock, and - Warrants expiring on October 29, 2001 ($.25 strike price) presently exercisable for 17,391 shares of Common Stock, and - Option to purchase from the Issuer for $1,111,112 (i) additional 10% Warrants exercisable for 444,444 shares of Common Stock, and (ii) $1,111,112 face amount of 10% Notes convertible into 4,444,448 shares of Common Stock. Elliott, Westgate and Martley's aggregate beneficial ownership of Common Stock equals 41,650,749 shares, comprising 65.9% 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. Westgate has the shared power with Martley to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned by Westgate. Information regarding each of Westgate and Martley 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) 1/26/00 Common (50,750) $3.8849 1/26/00 Common (195,000) $4.5767 1/27/00 Common (25,500) $4.0748 1/27/00 Common (2,500) $4.2500 1/31/00 Common (10,000) $4.0156 2/09/00 Common (80,000) $4.6207 The above transactions were effected by Elliott over-the-counter. The following transactions were effected by Westgate during the past sixty (60) days: Approx. Price per Amount of Shs. Share (excl. of Date Security Bought (Sold) commissions) 1/26/00 Common (50,750) $3.8849 1/26/00 Common (195,000) $4.5767 1/27/00 Common (25,500) $4.0748 1/27/00 Common (2,500) $4.2500 1/31/00 Common (10,000) $4.0156 2/09/00 Common (80,000) $4.6207 The above transactions were effected by Westgate over-the-counter. No other transactions with respect to the Common Stock that are required to be reported and have not been previously reported on Schedule 13D were effected by either 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 and Martley 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. 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: February 15, 2000 ELLIOTT ASSOCIATES, L.P. By: /s/ Paul E. Singer Paul E. Singer General Partner WESTGATE INTERNATIONAL, L.P. By: Martley International, Inc. as Attorney-in-Fact 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-----