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. 15)*
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, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 14, 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>
SCHEDULE 13D
Page 7 of 7
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
165,900
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
165,900
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.66%
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
164,100
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
164,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
164,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.63%
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
164,100
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
164,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
164,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.63%
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 July 19, 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, January 7, 1999, January 28, 1999, March 5, 1999, March 18, 1999,
March 29, 1999 and April 30, 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 $1,174,835.71
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 $1,090,151.70
Goldman Sachs, Smith Barney
and Paine Webber
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 165,900 shares of Common Stock
constituting 2.66% of the outstanding shares of Common Stock.
Westgate beneficially owns 164,100 shares of Common Stock constituting
2.63% of the outstanding shares of Common Stock.
Together, Elliott and Westgate beneficially own 330,000 shares of
Common Stock constituting 5.30% 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:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
5/12/99 Common (2,000) $12.6250
5/28/99 Common (10,000) $12.5000
7/13/99 Common (10,000) $12.4031
7/14/99 Common (10,000) $12.6563
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:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
5/12/99 Common (2,000) $12.6250
5/28/99 Common (11,500) $12.5000
7/13/99 Common (10,000) $12.4031
7/14/99 Common (10,000) $12.6563
The above transactions were effected by Westgate on NASDAQ in New York.
No other transactions that have not been previously reported were
effected by either Elliott or Westgate during the past sixty (60) days.
<PAGE>
(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.
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:
July 19, 1999 ELLIOTT ASSOCIATES, L.P.
By: Braxton Associates, L.P.,
as General Partner
By: Braxton Associates, Inc.,
as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.,
as attorney-in-fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
MARTLEY INTERNATIONAL, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
