MEDTRONIC INC
SC 13G/A, 2000-02-11
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                             LIFERATE SYSTEMS, INC.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   531936 10 2
                                 (CUSIP Number)



             (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 the
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).







                                Page 1 of 5 Pages


<PAGE>


                                  SCHEDULE 13G
CUSIP No. 531936 10 2                                          Page 2 of 5 Pages

- ---------- ---------------------------------------------------------------------
1          NAMES OF REPORTING PERSONS/
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
           Medtronic, Inc. (for Medtronic Asset Management, Inc., a wholly
           owned subsidiary)
           41-0793183
- ---------- ---------------------------------------------------------------------
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                         (a) [ ]
                                                                         (b) [ ]

- ---------- ---------------------------------------------------------------------
3          SEC USE ONLY

- ---------- ---------------------------------------------------------------------
4          CITIZENSHIP OR PLACE OF ORGANIZATION
           MN
- ---------- ---------------------------------------------------------------------
       NUMBER OF          5         SOLE VOTING POWER
         SHARES                     1,225,333
      BENEFICIALLY        --------- --------------------------------------------
        OWNED BY          6         SHARED VOTING POWER
          EACH                      0
       REPORTING          --------- --------------------------------------------
         PERSON           7         SOLE DISPOSITIVE POWER
          WITH                      1,225,333
                          --------- --------------------------------------------
                          8         SHARED DISPOSITIVE POWER
                                    0

- ---------- ---------------------------------------------------------------------
9          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           1,225,333
- ---------- ---------------------------------------------------------------------
10         CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
           (SEE INSTRUCTIONS)                                                [ ]

- ---------- ---------------------------------------------------------------------
11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
           8.4%
- ---------- ---------------------------------------------------------------------
12         TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
           HC
- ---------- ---------------------------------------------------------------------


<PAGE>

Answer every item. If an item is inapplicable or the answer is in the negative,
so state.

Item 1(a)      Name of Issuer:

               LifeRate Systems, Inc.

Item 1(b)      Address of Issuer's Principal Executive Offices:

               7210 Metro Blvd.
               Edina, MN  55439

Item 2(a)      Name of Person Filing:

               See Cover Page Item 1

Item 2(b)      Address of Principal Business Office or, if none, residence:

               7000 Central Avenue NE
               Minneapolis, MN  55432

Item 2(c)      Citizenship:

               See Cover Page Item 4

Item 2(d)      Title of Class of Securities:

               Common Stock

Item 2(e)      CUSIP No.:

               See Cover Page

Item 3         If this statement is filed pursuant to Rule 13d-1(b), or
               13d-2(b) or (c), check whether the person filing is a:

               (a) [ ] Broker or dealer registered under Section 15 of the
                       Exchange Act.

               (b) [ ] Bank as defined in Section 3(a)(b) of the Exchange
                       Act.

               (c) [ ] Insurance company as defined in Section 3(a)(19) of
                       the Exchange Act.

               (d) [ ] Investment company registered under Section 8 of the
                       Investment Company Act.

               (e) [ ] An investment adviser in accordance with Rule
                       13d-1(b)(1)(ii)(E).

               (f) [ ] An employee benefit plan or endowment fund in
                       accordance with Rule 13d-1(b)(1)(ii)(F).

               (g) [ ] A parent holding company or control person in
                       accordance with Rule 13d-1(b)(1)(ii)(G).

               (h) [ ] A savings association as defined in Section 3(b) of
                       the Federal Deposit Insurance Act.


<PAGE>

               (i) [ ] A church plan that is excluded from the
                       definition of an investment company under Section
                       3(c)(14) of the Investment Company Act.

               (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. [ X ]

Item 4         Ownership

               See Cover Page Items 5 through 11

Item 5         Ownership of Five Percent or Less of a Class:

               If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].

Item 6         Ownership of More than Five Percent on Behalf of Another Person:

               Not applicable

Item 7         Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported on by the Parent Holding
               Company:

               Medtronic Asset Management, Inc. is a wholly owned subsidiary
               of Medtronic, Inc. and, as a result Medtronic, Inc. may be
               considered the beneficial owner of the issuer shares described
               herein.

Item 8         Identification and Classification of Members of the Group:

               Not applicable

Item 9         Notice of Dissolution of Group:

               Not applicable



<PAGE>


Item 10        Certifications:

                  "By signing below I certify that, to the best of my 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."

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                       February 11,   2000
                                                 (Date)

                                       /s/ Robert L. Ryan
                                                 (Signature)

                                       Robert L. Ryan, Chief Financial Officer
                                                 (Name and title)




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