<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
ILLINOIS SUPERCONDUCTOR CORP.
- -----------------------------------------
(Name of Issuer)
Common Stock
- -----------------------------------------
(Title of Class Securities)
452284102
- -----------------------------------------
(CUSIP Number)
David J. Allen, Esquire, 290 South County Farm Rd., Third
Floor, Wheaton, IL 60187-4526 (630) 588-7200
- -----------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
January 25, 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
Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 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> 2
SCHEDULE 13D/A
CUSIP NO. 452284102 PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander Finance, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See
Instructions)
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS(See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)/ /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
ILLINOIS LIMITED PARTNERSHIP
7 SOLE VOTING POWER
NUMBER OF 31,807,007 SHARES
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 31,807,007 SHARES
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
31,807,007 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(See Instructions)/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE> 3
Page 3 of 8 Pages
Item 1. Security and Issuer
This 13(d) amendment statement relates to the common stock,
par value $.001 per share (the "Common Stock"), issued by
Illinois Superconductor, Corp., a Delaware corporation (the
"Company"), whose principal executive offices are located at
451 Kingston Court, MT. Prospect, IL 60056.
Item 2. Identity and Background
(a) The statement is filed by Alexander Finance, L.P., an
Illinois limited partnership ("Alexander"). The foregoing
person is hereafter referred to as the "Filer".
Item 5. Interest in Securities of the Issuer.
(a) Following the transactions described in 5(c) below,
Alexander, if it exercised its options and warrants and
converted its convertible notes, all as described below,
would beneficially own an aggregate of 31,807,007 shares of
Common Stock, constituting 61.0% of all of the outstanding
shares of Common Stock, assuming no other investor exercises
any options or warrants, or converted notes held by such
investor. Alexander currently holds the following securities
of the Issuer:
- - $1,333,333 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 5,598,221 shares of Common Stock,
- - $927,778 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 3,837,702 shares of Common Stock,
- - $1,972,222 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 8,419,197 shares of Common Stock,
- - $888,888 face amount of the Issuer's 10% Notes due January
2, 2001 ("10% Notes") which are presently convertible into
3,611,354 shares of Common Stock,
- - Warrants expiring on November 5, 2004 ($.25 strike price)
presently exercisable for 355,556 shares of Common Stock
("10% Warrants"),
- - Warrants expiring on March 31, 2002 ($.25 strike price)
presently exercisable for 533,334 shares of Common Stock ("6%
Warrants"),
- - Warrants expiring on March 31, 2002 ($.25 strike price)
presently exercisable for 888,889 shares of Common Stock
("Amended 2% Warrants"),
- - Warrants expiring on May 15, 2001 ($.25 strike price)
presently exercisable for 711,110 shares of Common Stock ("2%
Warrants"),
- - Option (the "Option") to purchase from the Issuer for
$1,777,778 (i) 10% Warrants exercisable for 711,111 shares of
Common Stock, and (ii) 10% Notes convertible into 7,111,111
shares of Common Stock.
- - 29,422 shares of Common Stock
<PAGE> 4
Page 4 of 8 Pages
The amount of shares of Common Stock into which Alexander'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 Alexander
and its affiliates having beneficial ownership of Common
Stock not exceeding 9.9% of all of the outstanding shares of
Common Stock, subject to Alexander's right to increase this
percentage upon 61 days prior notice to the Company.
As described in Schedule A, Alexander converted a portion of
its 2% Notes into Common Stock. Because Alexander had
previously reported its 2% Notes as if fully exercised and
converted into Common Stock, the partial conversion of its
2% Notes did not change the beneficial ownership reporting of
Alexander with respect to the Common Stock.
(c) The transactions effected by the Filer during the past
sixty (60) days are set forth on Schedule A excluding
transactions previously reported in the Filer's previous
Schedule 13(d) statements.
(e) Not applicable.
<PAGE> 7
Page 7 of 8 Pages
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: January 28, 2000
Alexander Finance, L.P.
By:/s/ Bradford T. Whitmore
------------------------
Bradford T. Whitmore
President: Bun Partners, Inc.
Its: General Partner
<PAGE> 8
Page 8 of 8 Pages
SCHEDULE A
TRADE ACTIVITY FOR ILLINOIS SUPERCONDUCTOR EFFECTED BY
ALEXANDER
<TABLE>
<CAPTION>
Amount of Shs. Price per
Date Security Bought (Sold) Share
<S> <C> <C> <C>
01/24/00 2% Notes ($250,000) (face amt) ***
01/24/00 Common Stock 1,034,111 ***
01/24/00 Common Stock (85,000) **** $4.29
01/24/00 Common Stock (435,000) **** $3.65
01/25/00 Common Stock (427,500) **** $4.71
01/26/00 Common Stock (171,500) **** $4.33
01/27/00 Common Stock (90,000) **** $3.91
01/28/00 Common Stock (231,000) **** $3.83
</TABLE>
*** The 2% Notes were converted into Common Stock.
**** These were effected in open market transactions.
