SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
(Amendment No. 10 )*
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)
January 25, 1999
(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).
(Continued on the following pages)
(Page 1 of 7)
<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)[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
401,200
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
401,200
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
401,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.47%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<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)[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
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
401,300
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
401,300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
401,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.47%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<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)[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
401,300
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
401,300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
401,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.47%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<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 January 27, 1999 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, September 10, 1998, November 13, 1998 and
January 7, 1999 (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
Margin accounts maintained at $2,794,648.94
Goldman Sachs, Smith Barney,
Merrill Lynch and Paine Webber
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
Margin accounts maintained at $2,698,523.38
Goldman Sachs, Smith Barney
and Paine Webber
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 401,200 shares of Common
Stock constituting 6.47% of the outstanding shares of Common
Stock.
Westgate beneficially owns 401,300 shares of Common
Stock constituting 6.47% of the outstanding shares of Common
Stock.
Together, Elliott and Westgate beneficially own 802,500
shares of Common Stock constituting 12.94% of the outstanding
shares of Common Stock.<PAGE>
(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:
Approximate
Price per
Amount of Shares Share
(exclusive of
Date Security Bought (Sold)
commissions)_________
1/25/99 Common (43,400)
$11.3153
1/26/99 Common (15,000)
$11.4388
1/27/99 Common (16,500)
$11.6579
The above transactions were effected by Elliott on
NASDAQ in New York.
The following transactions were effected by Westgate
during the past sixty (60) days:
Approximate
Price per
Amount of Shares Share
(exclusive of
Date Security Bought (Sold)
commissions)_________
1/25/99 Common (43,300)
$11.3152
1/26/99 Common (15,000)
$11.4388
1/27/99 Common (16,500)
$11.6579
The above transactions were effected by Westgate on
NASDAQ in New York.
No other transactions 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 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.
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:
January 28, 1999 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
