SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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)
October 23, 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).
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
31,446,488
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
31,446,488
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,446,488
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
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)
20.9%
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)
20.9%
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. and its wholly-owned subsidiaries (collectively, "Elliott"), Elliott
International, L.P. ("Elliott International") and Elliott International Capital
Advisors, Inc. ("EICA")(collectively, the "Reporting Persons") as of October 31,
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 $12,521,507
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.
Manchester Securities Corporation, a New York corporation and a
wholly-owned subsidiary of Elliott Associates, L.P. ("Manchester"), and an
unrelated party (the "Third Party"), entered into a Loan Agreement with the
Issuer dated as of October 23, 2002 (the "Loan Agreement"). Pursuant to the Loan
Agreement, Manchester and the Third Party agreed to make a line of credit
facility available to the Issuer up to an aggregate principal amount of
$4,000,000, $2,247,600 of which is Manchester's maximum possible commitment
amount. Advances under the facility, which are evidenced by 9-1/2% Secured Grid
Notes that mature on March 31, 2004, are made at the discretion of Manchester
and the Third Party, respectively. The advances made under the facility are
secured by all of the assets of the Issuer and guaranteed by the Issuer's
subsidiaries. Pursuant to the Loan Agreement, upon each advance made under the
facility, the Issuer shall issue five (5) Common Stock purchase warrants for
each dollar of loans advanced. These warrants are exercisable at an exercise
price equal to $.20 per share and terminate on April 15, 2004. On October 23,
2002, Manchester made an initial advance of $561,900 and received warrants to
purchase 2,809,500 shares of Common Stock.
The Loan Agreement and its related documents are more fully described in
the Issuer's 8-K filed with the Securities and Exchange Commission on October
24, 2002, which is incorporated herein by reference.
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 31,446,488 shares of Common
Stock, constituting 20.9% 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 20.9% of all of the outstanding
shares of Common Stock.
Elliott, Elliott International and EICA's aggregate beneficial ownership of
Common Stock equals 62,880,027 shares, comprising 41.7% 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 23, 2002, Elliott, through its wholly-owned subsidiary,
Manchester, received warrants exercisable for 2,809,500 shares of Common Stock
in connection with the Loan Agreement described in Item 4 above.
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 any of the Reporting Persons 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.
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 1, 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