ILLINOIS SUPERCONDUCTOR CORPORATION
4, 1999-12-10
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                     UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ] Check box if no longer  subject to Section 16. Form 4 or Form 5  obligations
may continue. See Instruction 1(b)

                                     FORM 4

       Filed pursuant to Section 16(a) of the  Securities  Exchange Act of 1934,
       Section  17(a)  of the  Public  Utility  Holding  Company  Act of 1935 or
       Section 30(f) of the Investment Company Act of 1940

1.     Name and Address of Reporting Person

       Elliott Associates, L.P.
       712 Fifth Avenue
       New York, New York 10019

2.     Issuer Name and Ticker Trading Symbol

       Illinois Superconductor Corporation (ISCO)

3.     IRS or Social Security Number of Reporting Person (Voluntary)

4.     Statement for (Month/Day/Year)

       11/99

5.     If Amendment, Date of Original (Month/Year)

6.     Relationship of Reporting Person to Issuer (Check all applicable)

       [x] Director [ ] Officer  (give title below) [ ] Chairman [x] 10% Owner
       [ ] Other (specify below)

7.     Individual or Joint/Group Filing (Check applicable line)

       [x] Form  filed by one  Reporting  Person [ ] Form filed by more than one
       Reporting Person

                                  (Page 1 of 5)


<PAGE>


Table I  Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned


1.   Title of Security (Instr. 3)

             (a) - (f) Common Stock

2.   Transaction Date (Month/Day/Year)

             (a) 11/17/99
             (b) 11/24/99
             (c) 11/26/99
             (d) 11/26/99
             (e) 11/29/99
             (f) 11/30/99

3.   Transaction Code (Inst. 8)

             (a) C
             (b) S
             (c) C
             (d) S
             (e) S
             (f) S

       V

4.   Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

             Amount:

                 (a) 206,067
                 (b) 127,500
                 (c) 309,250
                 (d)  67,500
                 (e)  67,500
                 (f)  15,000

             (A) or (D):

                 (a) A
                 (b) D
                 (c) A
                 (d) D
                 (e) D
                 (f) D

             Price:

                 (a) $.2500
                 (b) $.4474
                 (c) $.2500
                 (d) $.4563
                 (e) $.4474
                 (f) $.4400

                                  (Page 2 of 5)


<PAGE>



5.     Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)

             (a) - (f) 309,674

6.     Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

             (a) - (f) D

7.     Nature of Indirect Beneficial Ownership (Instr. 4)

             Not Applicable.

Reminder:  Report on a separate line for each class of  securities  beneficially
owned directly or indirectly.

                                  (Page 3 of 5)


<PAGE>


Table II - Derivative  Securities  Acquired,  Disposed of, or Beneficially Owned
(e.g. puts, calls, warrants, options, convertible securities)

1.   Title of Derivative Security (Instr. 3)

             (a) and (b) 2% Senior Convertible Notes due May 15, 2002

2.   Conversion or Exercisable Price of Derivative Security

             (a) and (b) $.25

3.   Transaction Date (Month/Day/Year)

             (a) 11/17/99
             (b) 11/26/99

4.   Transaction Code (Instr. 8)

       Code

             (a) and (b) C

       V

5.   Number of Derivative  Securities Acquired (A) or Disposed of (D) (Instr. 3,
     4 and 5)

       (A)

       (D)

             (a) $50,000 face amount plus $1,516.67 accrued interest thereon (b)
             $75,000 face amount plus $2,312.50 accrued interest thereon

6.     Date Exercisable and Expiration Date (Month/Day/Year)

       Date Exercisable:

             (a) and (b) Immediately

       Expiration Date:

             (a) and (b) May 15, 2002

7.     Title and Amount of Underlying Securities (Instr. 3 and 4)

       Title:

             (a) and (b) Common Stock

       Amount or Number of Shares:

             (a) 206,067
             (b) 309,250

8.     Price of Derivative Security (Inst. 5)

             Not Applicable.

                                  (Page 4 of 5)


<PAGE>



9.    Number  of  Derivative  Securities  Beneficially  Owned at End of Month
     (Instr. 4)

             (a) and (b) $986,111 face amount

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

             (a) and (b) D

11.    Nature of Indirect Beneficial Ownership (Instr. 4)

             Not Applicable.

Explanation of Responses:


     **Intentional   misstatement  or  omissions  of  facts  constitute  Federal
Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

       Date: December 10, 1999

                 ELLIOTT ASSOCIATES, L.P.


                 By: /s/ Paul E. Singer
                           Paul E. Singer
                           General Partner

                 **Signature of Reporting Person

                                  (Page 5 of 5)



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