SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Illinois Superconductor Corporation
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
452284102
(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)
March 31, 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).
<PAGE>
SCHEDULE 13D
CUSIP No.: 452284102
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*
WC
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
1,341,170
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,341,170
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,341,170
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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*
WC
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
1,341,170
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,341,170
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,341,170
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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
1,341,170
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,341,170
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,341,170
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the common stock, par value $.001 (the
"Common Stock") of Illinois Superconductor Corporation (the "Issuer"). The
Issuer's principal executive office is located at 451 Kingston Court, Mt.
Prospect, Illinois 60056 .
ITEM 2. Identity and Background
(a)-(c) The names of the persons filing this statement on Schedule 13D
are: Elliott Associates, L.P., a Delaware limited partnership, and its
wholly-owned subsidiaries ("Elliott"), Westgate International, L.P., a Cayman
Islands limited partnership ("Westgate"), and Martley International, Inc., a
Delaware corporation ("Martley"). Paul E. Singer ("Singer") and Braxton
Associates, L.P., a Delaware limited partnership ("Braxton LP"), which is
controlled by Singer, are the general partners of Elliott. Hambledon, Inc., a
Cayman Islands corporation ("Hambledon"), is the sole general partner of
Westgate. Martley is the investment manager for Westgate. Martley expressly
disclaims equitable ownership of and pecuniary interest in any Common Stock.
ELLIOTT
The business address of Elliott is 712 Fifth Avenue, 36th Floor, New
York, New York 10019.
The principal business of Elliott is to purchase, sell, trade and
invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue, 36th Floor, New York,
New York 10019.
Singer's principal occupation or employment is that of serving as
general partner of Elliott and Braxton LP and president of Martley.
BRAXTON LP
The business address of Braxton LP is 712 Fifth Avenue, 36th Floor, New
York, New York 10019.
The principal business of Braxton LP is the furnishing of investment
advisory services.
The names, business addresses, and present principal occupation or
employment of the general partners of Braxton LP are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue 36th Floor General partner of Elliott
New York, New York 10019 and Braxton LP and
President of Martley
Braxton Associates,
Inc. 712 Fifth Avenue 36th Floor The principal business of
New York, New York 10019 Braxton Associates, Inc.
is serving as general
partner of Braxton LP
The name, business address, and present principal occupation or
employment of the sole director and executive officer of Braxton Associates,
Inc. are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Braxton LP and
New York, New York 10019 President of Martley
WESTGATE
The business address of Westgate is Westgate International, L.P., c/o
Midland Bank Trust Corporation (Cayman) Limited, P.O. Box 1109, Mary Street,
Grand Cayman, Cayman Islands, British West Indies.
The principal business of Westgate is to purchase, sell, trade and
invest in securities.
The name, business address, and present principal occupation or
employment of the general partner of Westgate are as follows:
NAME ADDRESS OCCUPATION
Hambledon, Inc. c/o Midland Bank Trust General partner of
Corporation (Cayman) Limited Westgate
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West Indies
HAMBLEDON, INC.
The name, business address, and present principal occupation or
employment of the sole director and executive officer of Hambledon are as
follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Braxton LP and
New York, New York 10019 President of Martley
MARTLEY INTERNATIONAL, INC.
The business address of Martley is 712 Fifth Avenue, 36th Floor, New
York, New York 10019.
The principal business of Martley is to act as investment manager for
Westgate.
The name, business address, and present principal occupation or
employment of the sole director and executive officer of Martley are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Braxton LP and
New York, New York 10019 President of Martley
(d) and (e) During the last five years, none of the persons or entities
above has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons listed above are citizens of the United
States of America.
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
Working Capital $3,364,811.71
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
Working Capital $3,364,810.71
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, 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.
Pursuant to an Amendment to Securities Purchase Agreement dated as of
March 31, 1999 to which Elliott, Westgate and the Issuer are parties, Elliott
and Westgate, along with the other parties to such agreement, have the
collective right, under certain circumstances, to appoint members to the
Issuer's Board of Directors. This agreement is incorporated herein by reference
to the Issuer's Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1998, which was
filed with the Securities and Exchange Commission on Form 10-K on March 31,
1999.
Except as set forth herein, none of Elliott, Westgate or Martley has
any plans or proposals 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) In accordance with the Ownership Limitation (described below),
Elliott beneficially owns an aggregate of 1,341,170 shares of Common Stock,
constituting 9.9% of all of the outstanding shares of Common Stock. Elliott
currently holds the following securities of the Issuer:
- $833,334 face amount of the Issuer's 6% Senior Convertible
Notes due May 15, 2002 ("6% Notes") which are presently convertible into 740,741
shares of Common Stock,
- $1,111,111 face amount of the Issuer's 2% Senior Convertible
Notes due May 15, 2002 ("2% Notes") which are presently convertible into 740,740
shares of Common Stock,
- $1,388,889 face amount of the Issuer's 6% Senior Convertible
Notes due May 15, 2002 ("Amended 6% Notes") which are presently convertible into
1,234,568 shares of Common Stock,
<PAGE>
- Warrants expiring on March 31, 2002 ($1.4625 strike price) exercisable for
333,334 shares of Common Stock ("6% Warrants"),
- Warrants expiring on March 31, 2002 ($1.4625 strike price) exercisable
for 555,556 shares of Common Stock ("Amended 2% Warrants"),
- Warrants expiring on May 15, 2001 ($3.75 strike price) exercisable for
444,444 shares of Common Stock ("2% Warrants"), and
- Warrants expiring on October 29, 2001 ($10.60 strike price) exercisable
for 17,391 shares of Common Stock.
In accordance with Rule 13d-4 under the Securities Exchange Act of
1934, Elliott disclaims beneficial ownership of 2,725,604 shares of Common
Stock, since the amount of shares of Common Stock into which Elliott, Westgate,
and Martley's 6% Notes, 2% Notes, 6% Warrants, Amended 2% Warrants and 2%
Warrants are each convertible or exchangeable is limited, pursuant to the terms
of such instruments, to that amount which would result in Elliott, Westgate and
Martley together having beneficial ownership of Common Stock not exceeding 9.9%
of all of the outstanding shares of Common Stock (the "Ownership Limitation").
Together, and in accordance with the Ownership Limitation, Westgate and
Martley beneficially own an aggregate of 1,341,170 shares of Common Stock,
constituting 9.9% of all of the outstanding shares of Common Stock. Westgate and
Martley currently hold the following securities of the Issuer:
- $833,333 face amount of 6% Notes which are presently
convertible into 740,740 shares of Common Stock,
- $1,111,112 face amount of 2% Notes which are presently
convertible into 740,741 shares of Common Stock,
- $1,388,888 face amount of Amended 6% Notes which are
presently convertible into 1,234,567 shares of Common Stock
- 6% Warrants exercisable for 333,333 shares of Common Stock,
- Amended 2% Warrants exercisable for 555,555 shares of Common
Stock,
- 2% Warrants exercisable for 444,445 shares of Common Stock,
and
- Warrants expiring on October 29, 2001 ($10.60 strike price)
exercisable for 17,391 shares of Common Stock.
In accordance with Rule 13d-4 under the Securities Exchange Act of
1934, Westgate and Martley disclaim beneficial ownership of 2,725,602 shares of
Common Stock due to the Ownership Limitation (described above).
In accordance with the Ownership Limitation, Elliott, Westgate and
Martley's aggregate beneficial ownership of Common Stock equals 1,341,170
shares, comprising 9.9 % of all of the outstanding shares of Common Stock, and
beneficial ownership of any additional shares is expressly disclaimed.
(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) See Item 3 above.
Other than the transaction described in Item 3 above, no other transactions with
respect to the Common Stock 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.
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
See Items 4 and 5(a) above.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
<PAGE>
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: April 7, 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
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Illinois Superconductor Corporation dated April
7, 1999, is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
Dated: April 7, 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
