UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[x] 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)
3/99
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 [ ] 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
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Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
2. Transaction Date (Month/Day/Year)
3. Transaction Code (Inst. 8)
V
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
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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) 6% Senior Convertible Notes (b) Warrants (c) 2% Senior Convertible
Notes# (d) 2% Senior Convertible Notes# (e) Warrants# (f) Warrants#
2. Conversion or Exercisable Price of Derivative Security
(a) $1.125
(b) $1.4625
(c) $1.50
(d) $1.125
(e) $3.75
(f) $1.4625
3. Transaction Date (Month/Day/Year)
(a) 03/31/99
(b) 03/31/99
(c) 03/31/99
(d) 03/31/99
(e) 03/31/99
(f) 03/31/99
4. Transaction Code (Instr. 8)
Code
(a) P
(b) P
(c) S
(d) P
(e) S
(f) P
V
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
(a) (A) $833,334 face amount
(D)
(b) (A) 333,334
(D)
(c) (A)
(D) $1,388,889 face amount
(d) (A) $1,388,889 face amount
(D)
(e) (A)
(D) 555,556
(f) (A) 555,556
(D)
6. Date Exercisable and Expiration Date (Month/Day/Year)
(a) Date Exercisable: Immediately
Expiration Date: 05/15/02
(b) Date Exercisable: Immediately
Expiration Date: 03/31/02
(c) Date Exercisable: Immediately
Expiration Date: 05/15/02
(d) Date Exercisable: Immediately
Expiration Date: 05/15/02
(e) Date Exercisable: Immediately
Expiration Date: 05/15/01
(f) Date Exercisable: Immediately
Expiration Date: 03/31/02
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
(a) Title: Common Stock
Amount or Number of Shares: 740,741
(b) Title: Common Stock
Amount or Number of Shares: 333,334
(c) Title: Common Stock
Amount or Number of Shares: 925,926
(d) Title: Common Stock
Amount or Number of Shares: 1,234,568
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(e) Title: Common Stock
Amount or Number of Shares: 555,556
(f) Title: Common Stock
Amount or Number of Shares: 555,556
8. Price of Derivative Security (Inst. 5)
(a) and (b) Elliott paid a total of $833,334 for these securities which
were sold by the Issuer and purchased by Elliott as a unit.
(c) and (e) Elliott paid a total of $1,388,889 for these securities
which were sold by the Issuer and purchased by Elliott as a unit.
(d) and (f) Elliott received these securities from the Issuer in exchange
for the securities referenced in (c) and (e) above and the purchases made by
Elliott in (a) and (b) above.
9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr. 4)
(a) $833,334 face amount (b) 333,334 (c) $1,111,111 face amount (d)
$1,388,889 face amount (e) 444,444 (f) 555,556
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
(a) D
(b) D
(c) D
(d) D
(e) D
(f) D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
N/A
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Explanation of Responses:
*The Reporting Person's deputy resigned as a Director of the Issuer.
# The transactions reported in (c), (d), (e) and (f) above represent
changes in the terms of a portion of the Issuer's 2% Senior Convertible Notes
and warrants held by the Reporting Person.
**Intentional misstatement or omissions of facts constitute Federal
Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
ELLIOTT ASSOCIATES, L.P.
/s/ Paul E. Singer April 9, 1999
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Paul E. Singer, General Partner
**Signature of Reporting Person Date
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