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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. 7 )*
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)
September 8, 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)<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 September 10, 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 and August 3, 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 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. Elliott and
Westgate may continue to hold discussions with the Issuer's
management regarding the Litigation and increasing shareholder
value.
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 currently intend
to propose to the Issuer's shareholders at the Issuer's 1999
annual meeting of shareholders (ii) the names of, and certain
biographical information concerning, the two individuals
Elliott and Westgate currently propose to nominate for
election to the Issuer's Board of Directors at such meeting,
and (iii) the platform on which such nominees would run. A
copy of the Letter is attached to this Schedule 13D as
Exhibit B.
The first proposed shareholder resolution 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 proposed shareholder resolution 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 Elliott and Westgate identified in the
Letter are Dr. James W. Biondi and Dr. Michael W. Cleman. 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.
Elliott and Westgate reserved their right to amend,
modify, withdraw, or supplement the shareholder resolutions
and/or change their nominees for director prior to the
Issuer's next annual meeting.
All references to and summaries of the Letter described
in this Schedule 13D are qualified in their entirety by the
information set forth in the full text of the Letter attached
hereto as Exhibit B. The Letter 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 Letter at the Issuer's next annual meeting of shareholders
and for the support of the shareholder resolutions identified
in the Letter.
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.
<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:
September 10, 1998 ELLIOTT ASSOCIATES, L.P.
By: Braxton Associates, L.P.,
as general partner
By: Braxton Associates, Inc.,
as general partner
By: /s/ Ralph DellaCamera
Ralph DellaCamera,
Vice-President
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.,
as attorney-in-fact
By: /s/ Ralph DellaCamera
Ralph DellaCamera,
Vice-President
MARTLEY INTERNATIONAL, INC.
By: /s/ Ralph DellaCamera
Ralph DellaCamera,
Vice-President
<PAGE>
EXHIBIT B
September 8, 1998
Via Facsimile and
Federal Express
Mr. Rolf S. Stutz
Chairman and Chief Executive Officer
Mr. Richard A. Packer
President and Chief Operating Officer
Zoll Medical Corporation
32 Second Avenue
Burlington, Massachusetts 01803-4420
RE: Preliminary Proposals, Nominees and Platform
Dear Rolf and Richard:
Pursuant to the Stipulation, dated September 2, 1998,
between Zoll Medical Corporation ("Zoll" or the "Company") on
the one hand, and Elliott Associates, L.P. ("Elliott") and
Westgate International, L.P. ("Westgate") on the other hand,
Elliott and Westgate hereby provide the stockholder proposals,
director nominees and platform they currently intend to
propose to Zoll's stockholders at Zoll's 1999 annual meeting
of stockholders if and to the extent Elliott and Westgate
determine to go forward with a proxy contest. The information
provided in this letter is preliminary and informal, and we
still hope we can work towards a consensual agreement making a
proxy contest unnecessary.
Further to our counsels' suggestions before Judge Saris
on August 25, we request that Zoll advise Elliott and Westgate
by September 18 of any intent it may have to declare Elliott
and/or Westgate an "Adverse Person" (as such term is defined
in Section 1(c) of the Company's Shareholder Rights Agreement
dated June 8, 1998 (the "Rights Agreement")) based upon these
proposals, nominees or platform so that we may have an
adequate opportunity to resolve any disagreements before the
Court's October vacation.
A. STOCKHOLDER PROPOSALS
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 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 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%."
B. NOMINEES FOR SEATS ON THE COMPANY'S BOARD OF DIRECTORS
1. Dr. James W. Biondi
Dr. Biondi, age 42, has served as Chairman and as a
Director of Cardiopulmonary Corp. since its founding in March,
1988, and as its Chief Executive Officer and President since
June, 1992. Dr. Biondi also currently serves on the Boards of
Directors of Ivy Biomedical Systems, Inc. and Imagyn Medical
Technologies, Inc., and, since 1992, has been an Adjunct
Associate Professor of Medicine at Yale University School of
Medicine, where he completed residencies in Internal Medicine,
Pulmonary and Critical Care Medicine, and Anesthesiology. He
holds Bachelor of Science degrees in engineering and biology
from Rensselaer Polytechnic Institute and an M.D. from Albany
Medical College. Dr. Biondi has been widely published in the
field of ventilation and cardiac intervention.
2. Dr. Michael W. Cleman
Dr. Cleman, age 45, received his Bachelor of Science
degree from The Johns Hopkins University in 1973 and was
graduated from The Johns Hopkins University School of Medicine
in 1977. Dr. Cleman completed his internship and residency in
Internal Medicine at the University of Florida in 1980 and
went on to complete a Cardiology Fellowship in 1982. He is
presently a Professor of Medicine and the Director of the
Cardiac Catherization Laboratory at Yale University School of
Medicine. Dr. Cleman has a long history of performing medical
device investigations and has published numerous articles in
the area of interventional cardiology. He has also served on
the Scientific Advisory Board of both Alexion Pharmaceuticals
and Cardiopulmonary Corporation.
C. PLATFORM
Dr. Biondi and Dr. Cleman will run on a platform to
maximize stockholder value through the support of the above-
described resolutions and the support of other strategies
which they believe will increase stockholder value, such as
recommending unstaggering the Company'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 Company's operations and make
recommendations on optimizing the Company's cost structure.
This information is provided without prejudice to
Elliott's and Westgate's right to amend, modify, supplement or
withdraw in whole or part the proposals or platform, or to
substitute or withdraw nominees (including, without
limitation, before or after seeking judicial relief, if Zoll
attempts to declare Elliott and/or Westgate an "Adverse
Person" under the Rights Agreement).
If there is anything in this letter you do not
understand, or if you would like to discuss any of these
matters on a business level, please do not hesitate to call
Ralph DellaCamera or Richard Mansouri at (212) 506-2999.
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.
Attorney-in-Fact for
Westgate International, L.P.
By: /s/ Ralph DellaCamera
Ralph DellaCamera
Vice President<PAGE>
ELLIOTT ASSOCIATES, L.P.
By: Braxton Associates, L.P., as
General Partner
By: Braxton Associates, Inc., as
General Partner
By: /s/ Ralph DellaCamera
Ralph DellaCamera
Vice President<PAGE>
<PAGE>
