SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
ISCO International, Inc.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
46426P103
(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 21, 2002
(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).
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
28,636,988
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
28,636,988
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,636,988
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott 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
31,433,539
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
31,433,539
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
31,433,539
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International Capital Advisors, 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
31,433,539
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
31,433,539
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
31,433,539
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 ISCO
International, Inc. (the "Issuer") beneficially owned by Elliott Associates,
L.P. ("Elliott"), Elliott International, L.P. ("Elliott International") and
Elliott International Capital Advisors, Inc. ("EICA")(collectively, the
"Reporting Persons") as of February 21, 2002 and amends and supplements the
Schedule 13D dated April 7, 1999, as previously amended (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 $10,203,748
The source and amount of funds used by Elliott International 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 $14,239,763
ITEM 4. Purpose of Transaction.
Each of Elliott and Elliott International 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. EICA has acted as
investment manager with respect to Elliott International's acquisition of
beneficial ownership of Common Stock.
Depending upon market conditions and other factors that it may deem
material, each of Elliott and Elliott International 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.
On February 15, 2002, Elliott and Elliott International each
participated in the Issuer's shareholder rights offering plan (as more fully
described in the Issuer's 8-K filed with the Securities and Exchange Commission
on February 4, 2002, and incorporated herein by reference) (the "Shareholder
Rights Offering"). Elliott and Elliott International each exercised its pro rata
share of the rights being offered and each had previously committed to
participate on a pro rata basis to exercise certain rights not taken up by other
shareholders (a copy of the Commitment Letter is attached hereto as Exhibit C).
On February 21, 2002, the Issuer notified (i) Elliott that through its
participation in the Shareholder Rights Offering, Elliott had been issued an
aggregate of 9,662,491 shares of Common Stock, and (ii) Elliott International
that through its participation in the Shareholder Rights Offering, Elliott
International had been issued an aggregate of 10,606,083 shares of Common Stock.
Except as set forth herein and as previously disclosed on the Schedule
13D, none of Elliott, Elliott International or EICA 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) Elliott beneficially owns an aggregate of 28,636,988 shares of
Common Stock, constituting 19.4% of all of the outstanding shares of Common
Stock.
Together, Elliott International and EICA beneficially own an aggregate
of 31,433,539 shares of Common Stock, constituting 21.3% of all of the
outstanding shares of Common Stock.
Elliott, Elliott International and EICA's aggregate beneficial
ownership of Common Stock equals 60,070,527 shares, comprising 40.6% 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.
Elliott International has the shared power with EICA to vote or direct
the vote of, and to dispose or direct the disposition of, the shares of Common
Stock owned by Elliott International. Information regarding each of Elliott
International and EICA is set forth in Item 2 of this Schedule 13D and is
expressly incorporated by reference herein.
(c) On February 21, Elliott received 9,662,491 shares of Common Stock
at $0.50 per share in connection with its exercise of its rights under the
Shareholder Rights Offering.
On February 21, Elliott International received 10,606,083 shares of
Common Stock at $0.50 per share in connection with its exercise of its rights
under the Shareholder Rights Offering.
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 Elliott International 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 Elliott International and EICA 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
International and EICA.
(e) Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Exhibit C - Commitment Letter dated February 1, 2002.
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: March 7, 2002
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
------------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
------------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
------------------------
Elliot Greenberg
Vice President
EXHIBIT C
[ELLIOTT LETTERHEAD]
February 1, 2002
ISCO International, Inc.
451 Kingston Court
Mount Prospect, IL 60056
Attention: George Calhoun
Dear George:
Set forth below is the aggregate number of shares of common stock of
ISCO International, Inc. (the "Company") for which the undersigned hereby
irrevocably commits to subscribe in connection with the rights offering being
conducted by the Company (the "Rights Offering") upon the terms described in the
prospectus dated January 8, 2002 (the "Prospectus"). The undersigned
stockholders (the "Stockholders") hereby commit to subscribe in aggregate for
the number of shares of common stock set forth below pursuant to the Basic
Subscription Privilege (as defined in the Prospectus) as well as the number of
shares set forth below, if available, pursuant to the Oversubscription Privilege
(as defined in the Prospectus), which number is limited by the terms of the
Rights Offering to twice the number of shares purchased under the Basic
Subscription Privilege, or the number of shares available through pro-ration,
whichever is less (the "Oversubscription Limitation"). If the amount specified
herein exceeds the number of shares available pursuant to the Oversubscription
Privilege, the Stockholders hereby commits to exercise the Oversubscription
Privilege to purchase the maximum number of shares available subject to the
Oversubscription Limitation.
By signing this letter, the Stockholders acknowledge and agree that (i)
it is entitled to purchase the number of Rights indicated below pursuant to the
Basic Subscription and, subject to the Oversubscription Limitation, the number
of Rights indicated below pursuant to the Oversubscription; (ii) it has full
power and authority to enter into this agreement to be legally bound hereby to
subscribe for the number of shares of Common Stock set forth below; (iii) it
agrees not to withdraw this commitment with respect to any of these Rights for
any reason; and (iv) the Company may rely on this commitment and is authorized
to publicly disclose this commitment.
(a) Number of whole shares subscribed for pursuant to the Basic Subscription
Privilege: 14,726,722 Shares of Common Stock
(One Right is required to subscribe for one share.)
(b) Number of whole shares subscribed for pursuant to the Oversubscription
Privilege*: 7,398,533 Shares of Common Stock
(One Right is required to subscribe for one share.)
* The maximum number of shares purchasable under the Oversubscription
Privilege is limited to twice the number of shares purchased under the
Basic Subscription Privilege. If the amount specified herein exceeds the
number of shares available, the undersigned hereby commits to exercise the
Oversubscription Privilege to purchase the maximum number of shares
available subject to (i) a maximum number of equal to twice the number of
shares purchased under the Basic Subscription Privilege and (ii) pro-ration
each, as described in the Prospectus.
By signing this letter in the space provided below, the Company
acknowledges and agrees that the Stockholders' participation in the Rights
Offering will constitute an "Equity Transaction" for purposes of Section 2(b) of
those certain Promissory Notes dated November 6, 2001 in the original principal
amount of $5,236,112 respectively, with the consequences described therein.
Sincerely,
Elliott Associates, L.P.
By: /s/ Paul Singer
------------------------
Name: Paul Singer
Title: General Partner
Elliott International, L.P.
By: Elliott International Capital
Advisors, Inc. as attorney-in-fact
By: /s/ Paul Singer
------------------------
Name: Paul Singer
Title: President