SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
ISCO International, Inc.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
452284102
(CUSIP Number)
Lawrence D. Hui, 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)
November 6, 2001
(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
18,974,497
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
18,974,497
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,974,497
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
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
20,827,456
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
20,827,456
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
20,827,456
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
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
20,827,456
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
20,827,456
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
20,827,456
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
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 International, L.P. ("Elliott International") and Elliott
International Capital Advisors, Inc. ("EICA") (collectively, the "Reporting
Persons") as of November 15, 2001 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 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 November 6, 2001, Elliott entered into a Note Purchase Agreement
(the "Note Purchase Agreement") with the Issuer and an unrelated third party
pursuant to which Elliott lent $5,236,112 to the Issuer in exchange for a
promissory note due March 31, 2003 (the "Note"). The Note, along with the other
notes issued under the Note Purchase Agreement, is secured by a pledge of all of
the Issuer's assets pursuant to a Security Agreement dated as of November 6,
2001 and is guaranteed by the Issuer's subsidiaries.
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 18,974,497 shares of
Common Stock, constituting 17.6% of all of the outstanding shares of Common
Stock. Elliott currently holds the following securities of the Issuer:
Together, Elliott International and EICA beneficially own an aggregate
of 20,827,456 shares of Common Stock, constituting 19.3% of all of the
outstanding shares of Common Stock.
Elliott, Elliott International and EICA's aggregate beneficial
ownership of Common Stock equals 39,801,953 shares, comprising 36.9% 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 October 19, 2001, Elliott sold 926,482 shares of Common Stock
to Elliott International at a price of $1.11 per share.
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. Items to be Filed as Exhibits.
See the exhibits to the Current Report on Form 8-K filed by the Issuer
on November 7, 2001 for copies of the Note Purchase Agreement, the Security
Agreement and the Note.
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: November 16, 2001
ELLIOTT ASSOCIATES, L.P.
By:
----------------------------------------
Paul E. Singer
General Partner
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors, Inc.,
as Attorney-in-Fact
By:
----------------------------------------
Paul E. Singer
President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS, INC.
By:
----------------------------------------
Paul E. Singer
President