UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 22)
ISCO International, Inc.
(Name of Issuer)
COMMON STOCK, par value $.001
(Title of Class of Securities)
46426P103
(CUSIP Number)
Jerald A. Trannel
407 S. Third Street, Suite 230
Geneva, Illinois 60134
Telephone: (630) 588-7200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 19, 2009
(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-l(e), 240.13d-l(f) or 240.13d-l(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(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).
2
Schedule 13D/A
CUSIP No. 452284102 Page 2 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Alexander Finance, LP
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)
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 71,469,856
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
71,469,856
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
71,469,856
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
27.2%
14. Type of Reporting Person (See instructions)
PN
3
Schedule 13D/A
CUSIP No. 452284102 Page 3 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Grace Brothers, Ltd.
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)
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 11,000,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
11,000,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
11,000,000
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
4.2%
14. Type of Reporting Person (See instructions)
PN
4
Schedule 13D/A
CUSIP No. 46426P103 Page 4 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Bun Partners, Inc.
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)
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 71,469,856
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
71,469,856
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
71,469,856
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
27.2%
14. Type of Reporting Person (See instructions)
CO
5
Schedule 13D/A
CUSIP No. 46426P103 Page 5 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Spurgeon Corporation
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)
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 82,469,856
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
82,469,856
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
82,469,856
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
31.4%
14. Type of Reporting Person (See instructions)
CO
6
Schedule 13D/A
CUSIP No. 46426P103 Page 6 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Bradford T. Whitmore
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)
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 82,469,856
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
82,469,856
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
82,469,856
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
31.4%
14. Type of Reporting Person (See instructions)
IN
7
Schedule 13D/A
CUSIP No. 46426P103 Page 7 of 9 Pages
The undersigned, Alexander Finance, L.P. ("Alexander")
hereby amends its Schedule 13D as filed on November 12,
1999 and as previously amended (the "Schedule 13D")
relating to the Common Stock of ISCO International, Inc.
Unless otherwise indicated, all capitalized terms used
herein but not defined herein shall have the same meaning
as set forth in the Schedule 13D. Except as set forth
herein, the Schedule 13D, as previously amended, remains
unchanged.
Item 3. Source and Amount of Funds
The Common Stock beneficially owned by Alexander and Grace
was purchased with working capital and partnership funds.
Item 4. Purpose of Transaction
The Company provided the following information in a form
8-K filed on May 20, 2009:
As previously reported by ISCO International, Inc. (the
"Company"), as of April 30, 2009, the Company had
approimately $25.2 million in outstanding indebtedness
due and owning to its lenders, Alexander Finance, L.P.
and Manchester Securities Corporation (together, the
"Lenders"). On May 1, 2009, the Lenders delivered a
notice of default to the Company, in which the Lenders
declared the entire outstanding amount of indebtedness
immediately due and payable. Pursuant to the terms of
the loan documents, the indebtedness was secured by a
lien on all of the Company's assets. On May 19, 2009,
the Lenders conducted a public foreclosure sale pursuant
to Article 9 of the New York Uniform Commercial Code
(the "Asset Sale"). At the Asset Sale, ISCO
International, LLC (the "Buyer") purchased substantially
all of the assets (the "Purchased Assets") of the
company by issuing a successful credit bid of $10
million consisting of secured obligations of the Company
which the Buyer previously obtained from the Lenders.
The Buyer is owned by the Company's Lenders.
In connection with the $10 million successful credit bid
described above, Alexander credit bid the following debt of
the Company, which totaled $5,300,000 principal amount
(In addition, Manchester Securities Corporation credit bid
$4,700,000 of their debt as part of this transaction):
a. $975,000 in principal of 9.5% Secured Grid Notes due
8/1/2010
b. $1,650,000 in principal of 9.5% Secured Convertible
Notes due 8/1/2010
c. $1,500,000 in principal of 7.0% Senior Secured
Convertible Notes due 8/1/2009
d. $1,175,000 in principal of 7.0% Senior Secured
Convertible Notes due 8/1/2009
As a result, the Company's current debt held by Alexander
is as follows:
a. $4,172,874.96 in principal of 7.0% Senior Secured
Convertible Notes due 8/1/2009
b. $2,500,000 in principal of 5% Senior Convertible Notes
due 6/22/2010
This current principal amount of debt, $6,672,874.96, along
with accrued and unpaid interest associated with debt of
the Company held by Alexander, amounting to $1,440,745.80,
is currently convertible into 34,405,010 shares of the
Company's common stock.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Amendment, Alexander, if it
converted its 5% convertible notes, 7% convertible
notes and accrued interest on the various convertible
notes, would beneficially own 71,469,856 shares of Common
Stock, representing approximately 27.2% of the outstanding
shares of Common Stock. Grace beneficially owns 11,000,000
shares of Common Stock, representing approximately 4.2% of
the outstanding shares of Common Stock. As general partner
of Grace and Alexander, Spurgeon may be deemed beneficial
owner of 82,469,856 shares of Common Stock, or 31.4% of the
outstanding shares of Common Stock, although they otherwise
disclaim beneficial ownership. As general partner of
Alexander, Bun may be deemed beneficial owner of 71,469,856
shares of Common Stock, or 27.2% of the outstanding shares
of Common Stock, although they otherwise disclaim
beneficial ownership. As general partner of Grace and
President of Bun, Whitmore may be deemed beneficial owner
of 82,469,856 shares of Common Stock, or 31.4% of the
outstanding shares of Common Stock.
8
Schedule 13D/A
CUSIP No. 46426P103 Page 8 of 9 Pages
(i) Alexander beneficially owns 37,064,846 shares of Common
Stock directly, $2,500,000 face amount of the Issuer's
5% Senior Secured Convertible Notes due June 22, 2010
("5% Notes") which together with accrued interest through
May 19, 2009 thereon, are presently convertible into
8,769,173 shares of Common Stock, $4,172,874.96 face amount
of the Issuer's 7% Senior Secured Convertible Notes due
August 1, 2009 ("7% Notes") which together with accrued
interest through May 19, 2009 thereon, are presently
convertible into 25,131,519 shares of Common Stock, and
accrued interest through May 19, 2009 on the 9.5% Secured
Convertible Notes due 8/1/2010 ("9.5% Notes") which is
presently convertible into 504,318 shares of Common Stock;
(ii) Grace beneficially owns 11,000,000 shares of Common
Stock directly;
(iii) Spurgeon beneficially owns indirectly as the general
partner of Alexander and Grace 48,064,846 shares of Common
Stock, $2,500,000 face amount of the Issuer's 5% Notes
which together with accrued interest through May 19, 2009
thereon, are presently convertible into 8,769,173 shares of
Common Stock, $4,172,874.96 face amount of the Issuer's 7%
Notes which together with accrued interest through May 19,
2009 thereon, are presently convertible into 25,131,519
shares of Common Stock, and accrued interest through May
19, 2009 on the 9.5% Notes which is presently convertible
into 504,318 shares of Common Stock;
(iv) Bun beneficially owns indirectly as the general
partner of Alexander 37,064,846 shares of Common Stock and
$2,500,000 face amount of the Issuer's 5% Notes which
together with accrued interest through May 19, 2009
thereon, are presently convertible into 8,769,173 shares
of Common Stock, $4,172,874.96 face amount of the Issuer's
7% Notes which together with accrued interest through May
19, 2009 thereon, are presently convertible into 25,131,519
shares of Common Stock, and accrued interest through May
19, 2009 on the 9.5% Notes which is presently convertible
into 504,318 shares of Common Stock;
(v) Whitmore beneficially owns indirectly as the owner of
Bun and the general partner of Grace 48,064,846 shares of
Common Stock and $2,500,000 face amount of the Issuer's
5% Notes which together with accrued interest through May
19, 2009 thereon, are presently convertible into 8,769,173
shares of Common Stock, $4,172,874.96 face amount of the
Issuer's 7% Notes which together with accrued interest
through May 19, 2009 thereon, are presently convertible
into 25,131,519 shares of Common Stock, and accrued
interest through May 19, 2009 on the 9.5% Notes which is
presently convertible into 504,318 shares of Common Stock;
(c) Other than the credit bid of debt described in this
filing, there have been no transactions by the Filer during
the past 60 days.
(d) No person other than the Filers is known to have the
right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of such
shares of Common Stock beneficially owned by the Filers.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer
Except as described herein, there are no contracts,
arrangements, understandings or other relationships with
respect to any securities of the Company.
Item 7. Items to be filed as Exhibits.
none
9
Schedule 13D/A
CUSIP No. 46426P103 Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: May 21, 2009
Alexander Finance, LP
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
President: Bun Partners, Inc.
Its: General Partner
Grace Brothers, Ltd.
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: General Partner
Bun Partners, Inc.
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: President
Spurgeon Corporation
By: /s/ Jerald A. Trannel
Name: Jerald A. Trannel
Its: Vice President
Bradford T. Whitmore
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Grace Investments, Ltd.
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: General Partner