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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. 6 )*
Zoll Medical Corporation
(Name of Issuer)
Common Stock, $.02 par value
(Title of Class of Securities)
989922109
(CUSIP Number)
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)
August 3, 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 8 Pages)<PAGE>
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
476,100
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
476,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
476,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.69%
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.
<PAGE>
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
476,100
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
476,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
476,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.69%
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.
<PAGE>
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
476,100
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
476,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
476,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.69%
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.
<PAGE>
This statement is filed pursuant to Rule 13d-2(a) with
respect to the shares of common stock, $.02 par value (the
"Common Stock") of Zoll Medical Corporation (the "Issuer")
beneficially owned by the Reporting Persons specified herein
as of August 3, 1998 and amends and supplements the Schedule
13D dated January 8, 1998, as amended on January 23, 1998,
February 20, 1998, April 17, 1998, May 11, 1998 and May 26,
1998 (the "Schedule 13D"). Except as set forth herein, the
Schedule 13D is hereby restated in its entirety.
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 accounts maintained at $3,314,410.63
Merrill Lynch, Paine Webber,
Smith Barney and Goldman Sachs
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 accounts maintained at $3,262,483.31
Goldman Sachs, Smith Barney
and Paine Webber
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, including the Issuer's adoption and
possible deployment of a "Poison Pill" in the form of a
Stockholders Rights Plan (the "Plan"), 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.
The Issuer's operating performance and the market price
of the Common Stock is of profound concern to Elliott and
Westgate. On June 18, 1998, Elliott and Westgate had an
introductory meeting with the Issuer's management. However,
there were no substantive discussions at this meeting because
the Issuer had recently adopted the Plan and therefore,
Elliott and Westgate were each afraid of being deemed an
"adverse person," as described below. Elliott and Westgate
then sought another meeting with the Issuer's management to
discuss ideas that Elliott and Westgate believed would result
in the creation of shareholder value and which Elliott and
Westgate would only undertake with the approval of the
Issuer's Board of Directors. Despite these efforts, the
Issuer's management did not make itself available to discuss
these important issues with Elliott and Westgate and left
Elliott and Westgate with doubts as to management's commitment
to increasing shareholder value.
Because the Issuer's management did not make itself
available for such a meeting and because of the adoption of
the Plan, on August 3, 1998, Elliott and Westgate were forced
to file a complaint against the Issuer and its Board of
Directors with the U.S. District Court in the District of
Massachusetts to protect its rights as a shareholder of Common
Stock. The complaint asks the court to grant the following
relief: (i) a declaratory judgment that the Plan is invalid,
null, and void as applied to Elliott's and Westgate's
potential proxy solicitation efforts and that Elliott and
Westgate may not be declared "adverse persons" under the Plan
if they choose to nominate directors, make shareholder
proposals, or engage in a proxy solicitation, and a
preliminary and permanent injunction enjoining the Issuer from
enforcing or using the Plan against Elliott's and Westgate's
potential proxy solicitation efforts; (ii) a declaratory
judgment that the Issuer may not advance the date of its next
annual meeting so as to deny Elliott and Westgate a reasonable
time within which to present nominees for director and
shareholder proposals for consideration at such meeting, and a
preliminary and permanent injunction enjoining the Issuer from
manipulating the meeting date to deny Elliott and Westgate
such a reasonable time or impeding the conduct of business or
voting of shares of Common Stock, by proxy or otherwise, by
Elliott and Westgate at such meeting; and (iii) an order that
the Issuer provide Elliott and Westgate with a copy of the
Issuer's shareholder list.
If Elliott and Westgate are successful in obtaining such
relief, they will likely solicit proxies for the election of
two directors at the Issuer's next annual meeting and for the
support of shareholder proposals which they believe could
increase shareholder value for all of the holders of Common
Stock.
In addition, although Elliott and Westgate originally
purchased the Common Stock beneficially owned by them for
investment purposes, they continue to consider ways to
maximize the shareholder value of the Issuer, which, depending
on the outcome of the litigation described above, may include,
without limitation, potential changes in the operations and/or
capital structure of the Issuer, entry into a joint venture or
a strategic partnership, acquisition of another company or
business or a possible change in control of the Issuer. In
addition, Elliott and Westgate are discussing and, depending
of the outcome of the litigation described above, may in the
future discuss such possibilities with others including,
without limitation, other shareholders of the Issuer.
None of Elliott, Westgate or Martley currently has any
definitive plans or proposals, other than those described
above, 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 476,100 shares of Common
Stock constituting 7.69% of the outstanding shares of Common
Stock.
Westgate beneficially owns 476,100 shares of Common
Stock constituting 7.69% of the outstanding shares of Common
Stock.
Elliott and Westgate together beneficially own 952,200
shares of Common Stock, constituting 15.38% 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 previously unreported transaction was
effected by Elliott during the past sixty (60) days:
Approximate
Price per Share
Amount of Shares(exclusive of
Date Security Bought (Sold) commissions)
6/5/98 Common 2,900 $6.9375
The above transaction was effected by Elliott on NASDAQ
in New York.
The following previously unreported transaction was
affected by Westgate during the past sixty (60) days:
Approximate
Price per Share
Amount of Shares(exclusive of
Date Security Bought (Sold) commissions)
6/5/98 Common 2,900 $6.9375
The above transaction was effected by Westgate on NASDAQ
in New York.
No other previously unreported 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.
<PAGE>
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.
August 3, 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
