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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. 8 )*
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)
November 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 14 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 November 13, 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, May 26,
1998, August 3, 1998 and September 10, 1998 (the "Schedule
13D"). Except as set forth herein, the Schedule 13D, as
previously amended, is unmodified.
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.
As disclosed in Amendment #6 to the Schedule 13D, on
August 3, 1998 Elliott and Westgate filed a complaint (the
"Complaint") against the Issuer and its Board of Directors
with the U.S. District Court in the District of Massachusetts
(the "Litigation") to protect their rights as shareholders of
Common Stock in response to the Issuer's adoption of the Plan
and management's failure to make itself available to meet with
Elliott and Westgate following the introductory meeting. The
Complaint asked the Court to grant declaratory relief (i) that
the Issuer cannot move the date of its next annual
shareholders' meeting so as to prevent Elliott and Westgate
from nominating candidates for director and making shareholder
proposals and (ii) that the Issuer cannot declare Elliott and
Westgate "Adverse Persons" under the Plan as a result of
nominating such candidates and making such proposals.
Representatives of Elliott and Westgate met with the Issuer's
management on August 19, 1998 and subsequently conducted
several conference calls in an attempt to settle the
Litigation. However, to date, no such settlement has been
reached. Elliott and Westgate may continue to hold
discussions with the Issuer's management regarding the
Litigation and increasing shareholder value.
As disclosed, and more fully described, in Amendment #7
to the Schedule 13D, as required by a Stipulation dated
September 2, 1998 that Elliott and Westgate entered into with
the Issuer in connection with the Litigation, Elliott and
Westgate sent the Issuer a letter on September 8, 1998 (the
"Letter") identifying, if and to the extent Elliott and
Westgate determine to go forward with a proxy contest, (i) two
shareholder resolutions Elliott and Westgate intend to propose
to the Issuer's shareholders at the Issuer's 1999 Annual
Meeting of Shareholders (the "Meeting"), (ii) certain
biographical information concerning Dr. James W. Biondi and
Dr. Michael W. Cleman, the two individuals Elliott and
Westgate intend to nominate for election to the Issuer's Board
of Directors at the Meeting, and (iii) the platform on which
such nominees would run.
On November 10, 1998, Elliott and Westgate delivered a
notice (the "Notice") to the Issuer nominating Dr. Biondi and
Dr. Cleman for election as directors of the Issuer at the
Meeting and proposing the two shareholder resolutions
described in the Letter. A copy of the Notice is attached to
this Schedule 13D as Exhibit C. Elliott and Westgate filed a
motion for a preliminary injunction on November 4, 1998 in
order to prevent the Issuer from declaring Elliott and
Westgate "Adverse Persons" by reason of delivering the Notice
and soliciting proxies for the election of the directors and
the passage of the proposals described therein. The court has
not yet ruled on such motion.
The first shareholder resolution contained in the Notice
urges the Issuer's Board of Directors promptly to engage an
independent, nationally recognized investment bank to analyze
and recommend strategies to maximize shareholder value,
including, without limitation, a partial-tender or open-market
stock repurchase program and/or possible business
combinations.
The second shareholder resolution contained in the
Notice urges the Issuer's Board of Directors promptly to amend
the Plan to do the following:
(i) eliminate the Issuer's ability to trigger the poison
pill under the Plan by declaring a shareholder to be an
"Adverse Person", and
(ii) amend the Plan to provide that (a) a shareholder
may acquire up to 20% of the outstanding Common Stock
(as opposed to 15% as the Plan currently provides)
before the poison pill under the Plan can be triggered,
and (b) the shareholders have the right to vote whether
to redeem the poison pill under the Plan if a favorable
offer (generally defined as an offer at a 25% or greater
premium to the market) has been outstanding for a
significant period of time.
These shareholder proposals are advisory in nature and
would not be binding on the Issuer's Board of Directors.
The two nominees named in the Notice, Dr. Biondi and Dr.
Cleman, would run on a platform to maximize shareholder value
through the support of the resolutions described above and the
support of other strategies they believe could increase
shareholder value, such as recommending unstaggering the
Issuer's Board of Directors so that there is only one class of
directors and recommending engaging an independent, nationally
recognized management consulting firm to review the Issuer's
operations and make recommendations on optimizing the Issuer's
cost structure.
All references to and summaries of the Notice described
in this Schedule 13D are qualified in their entirety by the
information set forth in the full text of the Notice attached
hereto as Exhibit C. The Notice should be read in its
entirety for a more complete description of Elliott's and
Westgate's proposals and the information contained therein.
If Elliott and Westgate are successful in obtaining the
relief sought in the Complaint, they will likely solicit
proxies for the election of the two directors identified in
the Notice at the Meeting and for the support of the
shareholder resolutions described in the Notice.
<PAGE>
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.
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:
November 13, 1998 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
<PAGE>
Exhibit C
November 9, 1998
BY FEDERAL EXPRESS AND CERTIFIED MAIL, RETURN RECEIPT
REQUESTED
Zoll Medical Corporation
32 Second Avenue
Burlington, Massachusetts 01803-4420
Attention: Clerk
Re: Nominations for Director and Stockholder Proposals
Ladies and Gentlemen:
A. NOMINATIONS
In accordance with Article II, Section 3 of the By-laws
of Zoll Medical Corporation ("Zoll") we, Elliott Associates,
L.P. ("Elliott") and Westgate International, L.P.
("Westgate"), hereby nominate the following two (2)
individuals for election as Class I Directors of Zoll at
Zoll's 1999 Annual Meeting of Stockholders (or a special
meeting held in lieu thereof).
1. James W. Biondi, M.D.
Dr. Biondi, age 42, has, as his principal occupation
during the past five (5) years, served as Chairman of
Cardiopulmonary Corp., as well as its Chief Executive Officer
and President, and has been an Adjunct Assistant Professor of
Medicine at Yale University School of Medicine. As of the
date of this notice Dr. Biondi beneficially owns 1,000 shares
of Zoll's common stock.
Within the last five (5) years (i) no petition under the
Federal bankruptcy laws or any state insolvency laws has been
filed by or against Dr. Biondi, (ii) Dr. Biondi has not been
convicted in, or named the subject of, any criminal proceeding
(excluding traffic violations and other minor offenses), (iii)
Dr. Biondi has not been found by any court of competent
jurisdiction to have violated any Federal or state securities
laws or Federal commodities laws, which judgment or finding
has not been subsequently reversed, suspended or vacated, and
(iv) Dr. Biondi has not been the subject of any order,
judgment or decree, not subsequently reversed, suspended or
vacated of any court of competent jurisdiction or any Federal
or state governmental or quasi-governmental agency, authority
or commission enjoining him or otherwise limiting him from
engaging in any type of business practice or in any activity
in connection with the purchase or sale of any security or
commodity.
Dr. Biondi's business address is Cardiopulmonary
Corporation, 200 Cascade Boulevard, Milford, Connecticut
06460. Dr. Biondi's residence address is 1601 Ridge Road,
North Haven, Connecticut, 06473.
2. Michael W. Cleman, M.D.
Dr. Cleman, age 46, has, as his principal occupation
during the past five (5) years, served as a Professor of
Medicine and the Director of the Cardiac Catherization
Laboratory at Yale University School of Medicine. As of the
date of this notice Dr. Cleman beneficially owns 1,000 shares
of Zoll's common stock, par value $.02 ("Common Stock").
Within the last five (5) years (i) no petition under the
Federal bankruptcy laws or any state insolvency laws has been
filed by or against Dr. Cleman, (ii) Dr. Cleman has not been
convicted in, or named the subject of, any criminal proceeding
(excluding traffic violations and other minor offenses), (iii)
Dr. Cleman has not been found by any court of competent
jurisdiction to have violated any Federal or state securities
laws or Federal commodities laws, which judgment or finding
has not been subsequently reversed, suspended or vacated, and
(iv) Dr. Cleman has not been the subject of any order,
judgment or decree, not subsequently reversed, suspended or
vacated of any court of competent jurisdiction or any Federal
or state governmental or quasi-governmental agency, authority
or commission enjoining him or otherwise limiting him from
engaging in any type of business practice or in any activity
in connection with the purchase or sale of any security or
commodity.
Dr. Cleman's business address is Yale University School
of Medicine, Section of Cardiovascular Medicine, 333 Cedar
Street, P.O. Box 208017, 3-FMP, New Haven, Connecticut 06520-
8017. Dr. Cleman's residence address is 15 Homewood Road,
Woodbridge, Connecticut 06525.
Besides Dr. Biondi and Dr. Cleman, each of whom is
supporting his own respective nomination, neither Elliott nor
Westgate is aware of any other stockholder of Zoll who is
supporting either of the above-mentioned nominees as of the
date of this notice (as the record date for Zoll's 1999 Annual
Meeting of Stockholders has not yet been made publicly
available).
Elliott's business address, as it appears on Zoll's
stock transfer books, is C/O STONINGTON MGMT CORP 712 FIFTH
AVE 36TH FL NEW YORK NY 10019-4108. Elliott is the record
holder of 1,000 shares of Common Stock and is the beneficial
owner of 476,100 shares of Common Stock, each as of the date
of this notice (as the record date for Zoll's 1999 Annual
Meeting of Stockholders has not yet been made publicly
available). Elliott's name appears on Zoll's stock transfer
books as "ELLIOT ASSOCIATES L P."
Westgate's business address, as it appears on Zoll's
stock transfer books, is C/O STONINGTON MGMT CORP 712 5TH AVE
FL 36 NEW YORK NY 10019-4108. Westgate is the record holder
of 1,000 shares of Common Stock and is the beneficial owner of
476,100 shares of Common Stock, each as of the date of this
notice (as the record date for Zoll's 1999 Annual Meeting of
Stockholders has not yet been made publicly available).
Westgate's name appears on Zoll's stock transfer books as
"WESTGATE INTERNATIONAL LP."
Neither Elliott nor Westgate represents any shares of
Common Stock or any other securities of Zoll by proxy as of
the date of this notice (as the record date for Zoll's 1999
Annual Meeting of Stockholders has not yet been made publicly
available). Neither Elliott nor Westgate beneficially owns
any shares of Zoll's stock except as listed above.
Each of Elliott and Westgate hereby represents that it,
or its representatives, intends to appear in person at Zoll's
1999 Annual Meeting of Stockholders (or a special meeting held
in lieu thereof) to nominate Dr. Biondi and Dr. Cleman for
election as Class I Directors of Zoll.
Neither Elliott nor Westgate has any arrangements or
understandings with either Dr. Biondi or Dr. Cleman pursuant
to which such nominations are being made by Elliott and
Westgate.
B. STOCKHOLDER PROPOSALS
In accordance with Article I, Section 3 of Zoll's By-
laws, we, Elliott and Westgate, hereby give notice that we
intend to bring the following two (2) stockholder proposals
before Zoll's 1999 Annual Meeting of Stockholders (or a
special meeting held in lieu thereof):
1. "RESOLVED, that the stockholders of Zoll Medical
Corporation (the "Company") hereby urge the Company's Board of
Directors promptly to engage an independent, nationally
recognized investment bank to analyze and recommend strategies
to maximize stockholder value. Such strategies may include,
without limitation, a partial-tender or open-market stock
repurchase program, strategic marketing or business alliances,
joint ventures, and/or possible business combinations."
2. "RESOLVED, that the stockholders of Zoll Medical
Corporation (the "Company") hereby urge the Company's Board of
Directors promptly to amend the Company's Shareholder Rights
Agreement dated as of June 8, 1998 (the "Agreement") such
that:
(a) Section 11(a)(ii)(B) of the Agreement is
deleted in its entirety, along with all other references
in the Agreement to the concept of an "Adverse Person"
or the authority of the Board of Directors to declare a
stockholder to be an "Adverse Person";
(b) The definition of the term "Acquiring
Person" in Section 1(a) of the Agreement and the
definition of the term "Grandfathered Person" in Section
1(p) of the Agreement are amended such that the
references to 15% in each such subsection are changed to
20%; and all other appropriate amendments are made to
the Agreement to effect and carry out the purpose and
intent of these above-described amendments; and
(c) A time limit is imposed on the Company's use
of the "Rights Plan" contained in the Agreement as
follows:
If an offer is made to purchase all of the
Company's common stock ("Common Stock"), the Company's
Board of Directors shall redeem the rights issued to the
holders of the Common Stock (the "Stockholders")
pursuant to the Agreement no later than the end of the
ninetieth (90th) day after such offer is first published
or sent to the stockholders, unless a majority of the
Stockholders approves not redeeming the rights at a
Stockholders' meeting held prior to that ninetieth
(90th) day. The Stockholders' meeting, though, must
have a record date that is at least five (5) business
days after the date the Company files its statement of
position with respect to the offer in accordance with
Rule 14e-2 of the Securities Exchange Act of 1934.
However, this time limitation will apply in only
the following situations:
A. The offer has an expiration date that is at
least ten (10) business days after that ninetieth (90th)
day; and
B. The offer is for ALL of the outstanding
shares of Common Stock and meets at least one of the
following criteria:
(i) The offer is for cash, is not subject
to any financing contingency and the person making the offer
certifies that it has sufficient financing available to
consummate the offer; and the offer price is at least 25%
greater than the average closing price of the Common Stock on
its principal market during the twenty (20) trading days prior
to the date the offer is first publicly disclosed (such
average closing price being the "Prior Market Price"); or
(ii) The offer is either a tender offer or
an exchange offer and the average closing price of the Common
Stock on its principal exchange during the five (5) trading
days following the date on which the offer is first publicly
announced is at least 25% greater than the Prior Market Price
(as described in the prior paragraph).
However, if at the time the offer is first
publicly disclosed, there is another offer to purchase all of
the outstanding shares of the Common Stock outstanding and
open, all of the references to "25%" in subparagraphs (i) and
(ii) above shall be changed to "10%."
Elliott's business address, as it appears on Zoll's
stock transfer books, is C/O STONINGTON MGMT CORP 712 FIFTH
AVE 36TH FL NEW YORK NY 10019-4108. Elliott is the record
holder of 1,000 shares of Common Stock and is the beneficial
owner of 476,100 shares of Common Stock, each as of the date
of this notice. Elliott's name appears on Zoll's stock
transfer books as "ELLIOT ASSOCIATES L P."
Westgate's business address, as it appears on Zoll's
stock transfer books, is C/O STONINGTON MGMT CORP 712 5TH AVE
FL 36 NEW YORK NY 10019-4108. Westgate is the record holder
of 1,000 shares of Common Stock and is the beneficial owner of
476,100 shares of Common Stock, each as of the date of this
notice. Westgate's name appears on Zoll's stock transfer
books as "WESTGATE INTERNATIONAL LP."
Neither Elliott nor Westgate beneficially owns any
shares of Zoll's stock except as listed above.
Elliott's and Westgate's reason for conducting such
business at the meeting is the belief that the adoption of
such proposals will be likely to increase stockholder value.
Neither Elliott nor Westgate is aware of any other
stockholder of Zoll who is supporting either of the above-
mentioned proposals as of the date of this notice.
Other than their interests as stockholders of Zoll,
neither Elliott nor Westgate has any substantial interest,
direct or indirect, in either of the above proposals.
Please acknowledge receipt of this notice by time and
date stamping the enclosed duplicate copy of this letter and
returning it to us in the enclosed self-addressed, stamped
envelope. If there is anything in this notice you do not
understand please call Ralph DellaCamera or Richard Mansouri
immediately at (212) 506-2999.
WESTGATE INTERNATIONAL, L.P. ELLIOTT ASSOCIATES, L.P.
By: Martley International, Inc.
Attorney-in-Fact for By: /s/ Paul E. Singer
Westgate International, L.P. Paul E. Singer
General Partner
By: /s/ Paul E. Singer
Paul E. Singer
President<PAGE>
I hereby consent to serve as a director of Zoll if so
elected.
/s/ James W. Biondi
James W. Biondi
<PAGE>
I hereby consent to serve as a director of Zoll if so
elected.
/s/ Michael W. Cleman
Michael W. Cleman
