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Elliott Associates, L.P. – ‘SC 13G/A’ on 2/14/02 re: Stan Lee Media Inc

On:  Thursday, 2/14/02   ·   Accession #:  1013594-2-43   ·   File #:  5-56453

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/02  Elliott Associates, L.P.          SC 13G/A               1:10K  Stan Lee Media Inc                Kleinberg Kaplan Wo… P C

Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Stan Lee Media, Inc.                                   7     21K

Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Schedule 13G
"Common Stock
5Item 4. Ownership
6Item 10. Certification 
SC 13G/A1st Page of 7TOC↑TopPreviousNext↓BottomJust 1st
 

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) 

(Amendment No. 2)*

Stan Lee Media, Inc.                                                            
(Name of Issuer)                                                                

Common Stock                                                                    
(Title of Class of Securities)                                                  

85285P101                                                                       
(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)    

January 1, 2002                                                                 
(Date of Event which Requires Filing of this Statement)                         

Check the  appropriate  box to  designate  the rule  pursuant to which this     
Schedule is filed:                                                              

[ ]      Rule 13d-1(b)                                                          
[x]      Rule 13d-1(c)                                                          
[ ]      Rule 13d-1(d)                                                          

*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 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).                                                                         


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1.       NAMES 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.       CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Delaware                                    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:              

5.       SOLE VOTING POWER                                                      

855,401                                     

6.       SHARED VOTING POWER                                                    

0                                           

7.       SOLE DISPOSITIVE POWER                                                 

855,401                                     

8.       SHARED DISPOSITIVE POWER                                               

0                                           

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

855,401                                     

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)                           
EXCLUDES CERTAIN SHARES*   [x]                                

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                      

6.1%                                        

12.      TYPE OF REPORTING PERSON*                                              

PN                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT! 


SC 13G/A3rd Page of 7TOC1stPreviousNext↓BottomJust 3rd

1.       NAMES 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.       CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Cayman Islands, British West Indies         

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:              

5.       SOLE VOTING POWER                                                      

0                                           

6.       SHARED VOTING POWER                                                    

855,401                                     

7.       SOLE DISPOSITIVE POWER                                                 

0                                           

8.       SHARED DISPOSITIVE POWER                                               

855,401                                     

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

855,401                                     

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)                           
EXCLUDES CERTAIN SHARES*   [x]                                

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                      

6.1%                                        

12.      TYPE OF REPORTING PERSON*                                              

PN                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT! 


SC 13G/A4th Page of 7TOC1stPreviousNext↓BottomJust 4th

1.       NAMES 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.       CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Delaware                                    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               

5.       SOLE VOTING POWER                                                      

0                                           

6.       SHARED VOTING POWER                                                    

855,401                                     

7.       SOLE DISPOSITIVE POWER                                                 

0                                           

8.       SHARED DISPOSITIVE POWER                                               

855,401                                     

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

855,401                                     

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)                           
EXCLUDES CERTAIN SHARES*   [x]                                

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                      

6.1%                                        

12.      TYPE OF REPORTING PERSON*                                              

CO                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT! 


SC 13G/A5th Page of 7TOC1stPreviousNext↓BottomJust 5th

     This  statement  is filed  pursuant to Rule  13d-2(b)  with  respect to the
shares of common  stock  (the  "Common  Stock")  of Stan Lee  Media,  Inc.  (the
"Issuer")  beneficially  owned by the Reporting  Persons  specified herein as of
February 7, 2002 and amends and  supplements the Schedule 13G dated November 13,
2000,  as  previously  amended on February 14, 2001 (as amended,  the  "Schedule
13G"). Except as set forth herein, the Schedule 13G is unmodified.              

Item 4.   Ownership.                                                            

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.       

     The  amount  of  shares  of  Common  Stock  into  which  Elliott,   Elliott
International and EICA's shares of the Issuer's convertible  preferred stock and
warrants are each  convertible or exercisable is limited,  pursuant to the terms
of such  instruments,  to that  amount  which would  result in Elliott,  Elliott
International and EICA together having beneficial  ownership of Common Stock not
exceeding 9.99% of all of the outstanding shares of Common Stock (the "Ownership
Limitation").  Elliott,  Elliott International and EICA each expressly disclaims
beneficial  ownership of any shares of Common  Stock in excess of the  Ownership
Limitation.                                                                     

In accordance with the Ownership Limitation:                

(a)      Amount beneficially owned:                         

                Elliott Associates,  L.P. ("Elliott")  beneficially owns a
            total of 855,401 shares of Common Stock, and disclaims
                beneficial  ownership of 1,111,325 shares of Common Stock.

                  Elliott   International,   L.P.  ("Elliott   International")
                and  Elliott International  Capital Advisors Inc. ("EICA")
             together  beneficially own a total of 855,401 shares of
                 Common Stock and disclaim beneficial ownership of 1,111,325
shares of Common Stock.                   

           Elliott,  Elliott  International  and  EICA  together
                  beneficially  own an aggregate of 1,412,333 shares of Common
                  Stock and disclaim beneficial  ownership of 2,521,120 shares
of Common Stock.                          

(b)      Percent of class:                                  

              Elliott's   beneficial   ownership  of  855,401   shares
                  of  Common  Stock constitutes 6.1% of all of the outstanding
shares of Common Stock.                   

            Elliott  International and EICA's aggregate beneficial
               ownership of 855,401 shares of Common  Stock  constitutes
              6.1% of all of the  outstanding  shares of Common Stock.

         Elliott, Elliott International and EICA's aggregate
              beneficial ownership of 1,412,333 shares of Common Stock
               constitutes 9.99% of all the outstanding shares of Common
Stock.                                    

(c)      Number of shares as to which such person has:      

  (i) Sole power to vote or to direct the vote

                    Elliott  has sole  power to vote or direct the vote of
855,401  shares of Common Stock.  

     (ii) Shared power to vote or to direct the vote

                   Elliott International and EICA together have shared
                     power to vote or direct the vote of 855,401 shares of
Common Stock.                   

                 (iii) Sole power to dispose or to direct the disposition of

               Elliott has sole power to dispose or direct the
              disposition of 855,401 shares of Common Stock.

                (iv) Shared power to dispose or to direct the disposition of

                   Elliott International and EICA together have shared
                     power to dispose or direct the disposition of 855,401
shares of Common Stock.         


SC 13G/A6th Page of 7TOC1stPreviousNext↓BottomJust 6th

Item 10.  Certification.                                                        

     By  signing  below  the  undersigned  certifies  that,  to the  best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.                                                                         


SC 13G/ALast Page of 7TOC1stPreviousNext↓BottomJust 7th

SIGNATURES

     After reasonable inquiry and to the best of its knowledge and belief,  each
of the undersigned  certifies that the information  with respect to it set forth
in this statement is true, complete, and correct.                               

Dated: February 14, 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

Dates Referenced Herein   and   Documents Incorporated by Reference

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