MERRILL LYNCH KECALP L.P. 1997
Supplement dated August 14, 1997
to Prospectus dated June 11, 1987
Increase in the Size of the Offering and Extension of Offering Period
Merrill Lynch KECALP L.P. 1997 (the "Partnership") has increased its offering
of units of limited partnership interest ("Units") by 50,000 Units for an
aggregate offering of 300,000 Units, with a total offering price of $300
million. In connection with the offering, Merrill Lynch & Co., Inc. ("ML &
Co.") has advised the Partnership that it may purchase up to 275,000 Units in
connection with deferred compensation plans it offers to certain key
employees.
In addition, the Offering Termination Date (the date by which investors must
submit completed subscription documents) has been extended to September 15,
1997. Subsequent to the Offering Termination Date, KECALP Inc. (the "General
Partner") will advise eligible investors whether their subscriptions have
been accepted. MLPF&S will then debit funds from accepted investors'
accounts for payment into the Partnership's escrow account.
The discussion set forth on the cover of the Prospectus and under the
captions "Summary of the Offering" and "Offering and Sale of Units" is hereby
amended to incorporate the foregoing.
ADDITIONAL PROPOSED INITIAL INVESTMENTS
Since the date of the Prospectus, the General Partner has approved the
purchase by the Partnership of several additional investments. The
discussion in the Prospectus under "Investment Objective and Policies -
Proposed Initial Investments" is amended to reflect the following information
concerning these investments:
DIGITAL CITY, INC. Digital City, Inc. ("Digital City") is a leading on-line
destination providing interactive content and services for and about local
communities. Digital City, the majority of the Common Stock of which is
owned by America Online, had a network or distinct local offerings in 14
major U.S. cities and reaches more than two million consumers per month.
The company interactive product offers users original and third party local
news, sports, weather and other information, a local guide service with
directory and classified listings and a forum for exchanging information,
opinions and ideas. The General Partner has approved the investment by the
Partnership of up to $10 million in Series C Preferred Stock of Digital City.
WAVE TRANSNATIONAL INC. Wave Transnational Inc. is a member of VenInfo Tel,
L.L.C. ("VIT"), a telecommunications company formed to offer voice, data and
video services in Caracas and Maracaibo, Venezuela. VIT, which currently
owns one of three nationwide multi-channel video licenses in Venezuela,
intends to become a leading telecommunications company in Venezuela by
expanding its cable television business and adding other services. VIT's
current service area covers 1.3 million homes and it had 31,000 subscribers
as of April 1997. VIT has focused on the two largest metropolitan areas in
Venezuela -- Caracas and Maracaibo, which comprise 30% of the households in
the country. VIT has also begun to offer private commercial voice and data
communications via private line frame relay connections to its fiber optic
network. The General Partner has approved the investment by the Partnership
of up to $5.75 million in Wave Transnational.
APAM HIGH PERFORMANCE CAPITAL PARTNERS, L.P. APAM High Performance Capital
Partners, L.P. (the "APAM Partnership") is a private hedge fund investing
primarily in collateralized mortgage obligations using a strategy developed
by Atlantic Portfolio Analytics & Management, Inc. ("APAM"). APAM employs a
CMO spread approach that (1) exploits supply imbalances between complementary
mortgage derivatives, (2) creates hedges tailored to such products and (3)
uses innovative funding techniques. The General Partner has approved the
investment by the Partnership of up to $10 million in the APAM Partnership.
MERCAPITAL SPANISH PRIVATE EQUITY FUND. Mercapital Spanish Private Equity
Fund ("Mercapital") is being established by Mercapital Servicios Financieros,
S.A. ("MCSF"), a Spanish investment advisory firm. The principals behind
Mercapital (the "Principals") are recognized leaders in the Spanish equity
market who, over the past 11 years, have led investments in 28 companies in
Spain. The Principals believe that Spain possesses specific characteristics
that make it a particularly attractive market for private equity investing
over the next five years including (1) a large number of successful small to
medium-sized companies in need of expansion capital; (2) predominance of
family ownership with competent yet unsophisticated management teams who will
need strategic advice to stay competitive; (3) strong projected economic
growth; (4) a stable political environment and a government that encourages
free enterprise; and (5) developing equity markets that should facilitate
improved exit opportunities. The General Partner has approved the investment
by the Partnership of up to $5 million in Mercapital.
CANDESCENT TECHNOLOGIES CORPORATION. The General Partner approved an
additional $850,000 investment. The original approval was for an investment
of $5 million. (See pages 30 and 31 of the Partnership's Prospectus.)
PT KERAMIKA INDONESIA ASSOSIASI. The General Partner has approved an
additional $1,147,000 investment. The original approval was for an
investment of up to $2 million. (See pages 31 and 32 of the Partnership's
Prospectus.)
MAXIMUM PURCHASE BY QUALIFIED INVESTORS
The Partnership has imposed restrictions on the maximum amount of Units that
may be purchased by any Qualified Investor. Restrictions applicable to
employees of ML & Co. and its subsidiaries are set forth in the Prospectus
under the caption "Offering and Sale of Units - Maximum Purchase by Qualified
Investors". A non-employee director of ML & Co. may purchase Units in an
amount which does not exceed three times the director's fees (including
committee fees but not including reimbursement of expenses) received from ML
& Co. during 1996.
