UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)
ISCO International, Inc.
(Name of Issuer)
COMMON STOCK, par value $.001
(Title of Class of Securities)
46426P103
(CUSIP Number)
Jerald A. Trannel
290 South County Farm Road, Third Floor
Wheaton, Illinois 60187-4526
Telephone: (630) 588-7200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 2, 2005
(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 7 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 32,898,179
Shares
Beneficially 8 Shared Voting Power
Owned by 0
Each
Reporting 9 Sole Dispositive Power
Person 32,898,179
With 10 Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
32,898,179
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
18.0%
14. Type of Reporting Person (See instructions)
PN
3
Schedule 13D/A
CUSIP No. 452284102 Page 3 of 7 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 11,000,000
Shares
Beneficially 8 Shared Voting Power
Owned by 0
Each
Reporting 9 Sole Dispositive Power
Person 11,000,000
With 10 Shared Dispositive Power
0
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)
6.0%
14. Type of Reporting Person (See instructions)
PN
4
Schedule 13D/A
CUSIP No. 46426P103 Page 4 of 7 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 32,898,179
Shares
Beneficially 8 Shared Voting Power
Owned by 0
Each
Reporting 9 Sole Dispositive Power
Person 32,898,179
With 10 Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
32,898,179
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
18.0%
14. Type of Reporting Person (See instructions)
CO
5
Schedule 13D/A
CUSIP No. 46426P103 Page 5 of 7 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 43,898,179
Shares
Beneficially 8 Shared Voting Power
Owned by 0
Each
Reporting 9 Sole Dispositive Power
Person 43,898,179
With 10 Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
43,898,179
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
24.0%
14. Type of Reporting Person (See instructions)
CO
6
Schedule 13D/A
CUSIP No. 46426P103 Page 6 of 8 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 43,898,179
Shares
Beneficially 8 Shared Voting Power
Owned by 0
Each
Reporting 9 Sole Dispositive Power
Person 43,898,179
With 10 Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
43,898,179
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
24.0%
14. Type of Reporting Person (See instructions)
IN
7
Schedule 13D/A
CUSIP No. 46426P103 Page 7 of 8 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 1. Security and Issuer
This statement relates to the common stock, par value $.001
per share (the "Common Stock"), issued by ISCO
International, Inc. a Delaware corporation (the "Company"),
whose principal executive offices are located at
1001 Cambridge Dr., Elk Grove, IL 60007.
Item 2. Identity and Background
(a) The statement is filed by Alexander Finance, L.P., an
Illinois limited partnership ("Alexander") and Grace
Brothers, Ltd., an Illinois limited partnership ("Grace").
The foregoing persons are hereafter referred to as the
"Filers". Bun Partners, Inc., ("Bun") and Spurgeon
Corporation ("Spurgeon") are the general partners of
Alexander. Bun is wholly owned by Bradford T. Whitmore
("Whitmore"). Whitmore and Spurgeon are the general
partners of Grace.
(b) The business address of Grace and Whitmore is 1560
Sherman Avenue, Suite 900, Evanston, Illinois 60201. The
business address of Bun is 1560 Sherman Avenue, Suite 900,
Evanston, Illinois 60201. The business address of Spurgeon
is 290 South County Farm Road, Third Floor, Wheaton,
Illinois 60187.
(c) The principal business of Alexander is to invest in
securities. The principal business of Bun is that of being
a general partner of several investment partnerships. The
principal business of Grace is to purchase, sell, invest
and trade in securities. Whitmore's principal occupation
is that of being a general partner of Grace. The principal
business of Spurgeon is that of being a general partner of
Grace.
(d) None of the persons referred to in this Item 2 has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons referred to in this Item 2 has,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Grace is an Illinois limited partnership and Spurgeon
and Bun are Illinois Corporations. Whitmore is a citizen
of the United States.
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
On July 25, 2005, Grace entered into a Securities Purchase
Agreement with the Company pursuant to which it agreed to
purchase 10,000,000 common shares of the Company for a
purchase price of $.22 per share. The closing of this
purchase was August 2, 2005. In addition, on July 25, 2005,
Alexander entered into an Amendment to and Waiver Under
Loan Documents, pursuant to which it agreed to extend the
maturity date of its currently outstanding Loan it has with
the Company. The maturity was extended from April 1, 2006
to August 1, 2007. Also, Alexander agreed to waive a
provision of the Loan agreement whereby it would be
entitled to receive the proceeds of this common share
offering to prepay the outstanding debt. For further
information relating to these Agreements, reference is made
to the Company's Report on Form 8-K filed on July 26, 2005
and the exhibits thereto.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Amendment:
(i) Alexander beneficially owns 32,898,179 shares of Common
Stock directly;
(ii) Grace beneficially owns 11,000,000 shares of Common
Stock directly;
(iii) Spurgeon beneficially owns 43,898,179 shares of
Common Stock indirectly as the general partner of Alexander
and Grace;
(iv) Bun beneficially owns 32,898,179 shares of Common
Stock indirectly as the general partner of Alexander;
(v) Whitmore beneficially owns 43,898,179 shares of Common
Stock indirectly as the owner of Bun and the general
partner of Grace.
(b) The information contained in table form in Rows 7
through 11 on each of pages 2 through 6 hereof, which
relates to the beneficial ownership, voting and disposition
of Shares, is hereby incorporated by reference.
(c) The transactions effected by the Filer during the past
sixty (60) days are set forth on Schedule A.
(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
8
Schedule 13D/A
CUSIP No. 46426P103 Page 8 of 8 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: August 8, 2005
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
SCHEDULE A
TRANSACTION ACTIVITY FOR ISCO INTERNATIONAL, INC. EFFECTED
BY GRACE BROTHERS, LTD. FOR THE PERIOD ENDING JULY 28,
2005.
Amount of
Shares
Purchased Price per
Date Security From Company Share
07/25/2005 Common Stock 10,000,000 $.22
Amount of
Shares
Purchased
In the Third Price per
Date Security Market Share
07/26/2005 Common Stock 738,150 $.26
07/26/2005 Common Stock 238,650 $.25
07/26/2005 Common Stock 23,200 $.24