SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
February 16, 2000
(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 1 of 9)
<PAGE>
SCHEDULE 13D
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
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
20,275,096
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
20,275,096
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,275,096
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.0%
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.
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
20,471,268
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
20,471,268
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
20,471,268
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.3%
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.
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
20,471,268
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
20,471,268
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
20,471,268
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.3%
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, $.001 par value (the "Common Stock") of Illinois
Superconductor Corporation (the "Issuer") beneficially owned by the Reporting
Persons specified herein as of February 18, 2000 and amends and supplements the
Schedule 13D dated April 7, 1999, as amended on April 9, 1999, November 10,
1999, January 11, 2000 and February 15, 2000 (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
Working Capital $3,387,797.31
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 $3,426,765.66
ITEM 5. Interest in Securities of the Issuer.
(a) Elliott beneficially owns an aggregate of 20,275,096 shares of Common
Stock, constituting 47.0% of all of the outstanding shares of Common Stock.
Elliott currently holds the following securities of the Issuer:
- 326,917 shares of Common Stock held outright,
- $833,334 face amount of the Issuer's 6% Senior Convertible
Notes due May 15, 2002 ("6% Notes") which, together with accrued interest
thereon, are presently convertible into 3,512,781 shares of Common Stock,
- $598,611 face amount of the Issuer's 2% Senior Convertible
Notes due May 15, 2002 ("2% Notes") which, together with accrued interest
thereon, are presently convertible into 2,479,979 shares of Common Stock,
- $1,288,889 face amount of the Issuer's 2% Senior Convertible
Notes due May 15, 2002 ("Amended 2% Notes") which, together with accrued
interest thereon, are presently convertible into 5,524,751 shares of Common
Stock,
- $555,556 face amount of the Issuer's 10% Notes due January
2, 2001 ("10% Notes") which are presently convertible into 2,268,829 shares of
Common Stock,
- Warrants expiring on November 5, 2004 ($.25 strike price)
presently exercisable for 222,222 shares of Common Stock ("10% Warrants")
- Warrants expiring on March 31, 2002 ($.25 strike price)
presently exercisable for 333,334 shares of Common Stock ("6% Warrants"),
- Warrants expiring on March 31, 2002 ($.25 strike price)
presently exercisable for 555,556 shares of Common Stock ("Amended 2%
Warrants"),
- Warrants expiring on May 15, 2001 ($.25 strike price)
presently exercisable for 144,444 shares of Common Stock ("2% Warrants"),
- Warrants expiring on October 29, 2001 ($.25 strike
price) presently exercisable for 17,391 shares of Common Stock,
- Option to purchase from the Issuer for $1,111,112 (i) 10%
Warrants exercisable for 444,444 shares of Common Stock, and (ii) $1,111,112
face amount of 10% Notes convertible into 4,444,448 shares of Common Stock.
The amount of shares of Common Stock into which Elliott, Westgate, and
Martley's convertible notes and 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"). However, the Ownership Limitation is suspended
during any periods when Elliott, Westgate and Martley have the status of
"director" or "director by deputization" of the Issuer for purposes of Section
16 under the Securities Exchange Act of 1934, as amended, as is currently the
case due to the election of Messrs. Brodsky and Perlman, designees of the
Reporting Persons, to the Board.
Together, Westgate and Martley beneficially own an aggregate of
20,471,268 shares of Common Stock, constituting 47.3% of all of the outstanding
shares of Common Stock. Westgate and Martley currently hold the following
securities of the Issuer:
- 315,950 shares of Common Stock held outright,
- $833,333 face amount of 6% Notes which, together with
accrued interest thereon, are presently convertible into 3,512,776 shares of
Common Stock,
- $648,611 face amount of 2% Notes which, together with
accrued interest thereon, are presently convertible into 2,687,123 shares of
Common Stock,
- $1,288,889 face amount of Amended 2% Notes which, together
with accrued interest thereon, are presently convertible into 5,524,751 shares
of Common Stock,
- $555,556 face amount of 10% Notes which are presently
convertible into 2,268,829 shares of Common Stock,
- 10% Warrants presently exercisable for 222,222 shares of Common Stock,
- 6% Warrants presently exercisable for 333,333 shares of Common Stock,
- Amended 2% Warrants presently exercisable for 555,555 shares of Common
Stock,
- 2% Warrants presently exercisable for 144,445 shares of Common Stock, and
- Warrants expiring on October 29, 2001 ($.25 strike price) presently
exercisable for 17,391 shares of Common Stock, and
- Option to purchase from the Issuer for $1,111,112 (i)
additional 10% Warrants exercisable for 444,444 shares of Common Stock, and (ii)
$1,111,112 face amount of 10% Notes convertible into 4,444,448 shares of Common
Stock.
Elliott, Westgate and Martley's aggregate beneficial ownership of
Common Stock equals 40,746,363 shares, comprising 64.4% of all of the
outstanding shares of Common Stock.
(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)
2/10/00 Common (52,500) $4.7324
2/11/00 Common (53,500) $4.9892
2/14/00 Common (46,100) $5.0260
2/15/00 Common 250,000 $.25*
2/16/00 Common (150,000) $5.9025
2/17/00 Common (167,500) $9.0937
2/17/00 Common 258,861 $.25*
2/17/00 Common 50,000 $.25*
Except for the transactions marked with an asterisk which represent
conversions of derivative securities, the above transactions were effected by
Elliott over-the-counter.
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)
2/10/00 Common (52,500) $4.7324
2/11/00 Common (53,500) $4.9892
2/14/00 Common (46,100) $5.0260
2/15/00 Common 250,000 $.25*
2/16/00 Common (150,000) $5.9025
2/17/00 Common (167,500) $9.0937
2/17/00 Common 258,861 $.25*
2/17/00 Common 50,000 $.25*
Except for the transactions marked with an asterisk which represent
conversions of derivative securities, the above transactions were effected by
Westgate over-the-counter.
No other transactions with respect to the Common Stock that are
required to be reported and have not been previously reported on Schedule 13D
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 and Martley 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>
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: February 23, 2000
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
