UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Bioanalytical Systems, Inc.
(Name of Issuer)
Common Shares
(Title or Class of Securities)
09058M 10 3
(CUSIP Number)
<PAGE>
CUSIP No. 09058M 10 3
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Middlewest Ventures II, L.P.
35-1780267
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
<TABLE>
<CAPTION>
<S> <C>
5. SOLE VOTING POWER. . . . 0
6. SHARED VOTING POWER. . . 282,152
7. SOLE DISPOSITIVE POWER . 0
8. SHARED DISPOSITIVE POWER 282,152
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
282,152
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.35%
12. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 09058M 10 3
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Middlewest Management Company, L.P.
35-1741139
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
<TABLE>
<CAPTION>
<S> <C>
5. SOLE VOTING POWER. . . . 0
6. SHARED VOTING POWER. . . 282,152
7. SOLE DISPOSITIVE POWER . 0
8. SHARED DISPOSITIVE POWER 282,152
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
282,152
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.35%
12. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 09058M 10 3
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Thomas A. Hiatt
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
<TABLE>
<CAPTION>
<S> <C>
5. SOLE VOTING POWER. . . . 0
6. SHARED VOTING POWER. . . 282,152
7. SOLE DISPOSITIVE POWER . 0
8. SHARED DISPOSITIVE POWER 282,152
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
282,152
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.35%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 09058M 10 3
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Marcy Shockey
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
<TABLE>
<CAPTION>
<S> <C>
5. SOLE VOTING POWER. . . . 0
6. SHARED VOTING POWER. . . 282,152
7. SOLE DISPOSITIVE POWER . 0
8. SHARED DISPOSITIVE POWER 282,152
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
282,152
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.35%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13G
ITEM 1.
This statement relates to the Common Shares of Bioanalytical Systems, Inc., an
Indiana corporation ("BAS"), with principal executive offices at 2701 Kent
Avenue, West Lafayette, Indiana 47906.
ITEM 2.
(A) - (C) The persons filing this statement are Middlewest Ventures II, L.P.,
Middlewest Management Company, L.P., Thomas A. Hiatt, and Marcy Shockey
(collectively, the "Reporting Persons," and individually, a "Reporting
Person"). Middlewest Ventures II, L.P. ("Middlewest Ventures") and Middlewest
Management Company, L.P. ("Middlewest Management") are limited partnerships
organized under Delaware law. Middlewest Management is the general partner of
Middlewest Ventures. Mr. Hiatt and Ms. Shockey, each of whom is a U.S.
citizen, are the general partners of Middlewest Management.
Middlewest Ventures and Middlewest Management have certain individuals and
entities as limited partners. The limited partners have the right to receive
dividends from, and proceeds from the sale of, the BAS shares held by
Middlewest Ventures, as determined from time to time by Thomas A. Hiatt and
Marcy Shockey, the general partners of Middlewest Management, the general
partner of Middlewest Ventures. The limited partners do not have voting or
investment power with respect to the shares held by Middlewest Ventures.
The principal business office of all Reporting Persons is located at 201 North
Illinois Street, Suite 300, Indianapolis, Indiana 46204.
(D) AND (E) This statement relates to the Common Shares of BAS, and the CUSIP
number for such securities is 09058M 10 3.
ITEM 3.
Not Applicable.
ITEM 4. OWNERSHIP
(A) - (C) The following table sets forth, as of the close of business on
December 31, 1997, the aggregate number of BAS Common Shares and percentage of
BAS Common Shares beneficially owned by each Reporting Person.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Person. . . . . . . . . . . . . . . Number of Shares Percent of Class
Middlewest Ventures II, L.P.. . . . 282,152 (1) 6.35%
Middlewest Management Company, L.P. 282,152 (2) 6.35%
Thomas A. Hiatt . . . . . . . . . . 282,152 (3) 6.35%
Marcy Shockey . . . . . . . . . . . 282,152 (4) 6.35%
<FN>
(1) Middlewest Ventures shares voting and investment power with respect to
all of the shares indicated with Middlewest Management, its general partner,
and with Thomas A. Hiatt and Marcy Shockey, the general partners of Middlewest
Management.
(2) Includes the shares held by Middlewest Ventures and described in Note(1),
as to which voting and investment power is shared as described in Note(1).
(3) Includes the shares held by Middlewest Ventures and described in Note(1),
as to which voting and investment power is shared as described in Note(1).
Mr. Hiatt disclaims beneficial ownership of the shares beyond his
ownership interest in Middlewest Management.
(4) Includes the shares held by Middlewest Ventures and described in Note(1),
as to which voting and investment power is shared as described in Note(1).
Ms. Shockey disclaims beneficial ownership of the shares beyond her
ownership interest in Middlewest Management.
</TABLE>
ITEMS 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See the response to Item 2 which is incorporated herein by reference.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF A GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
Not Applicable.
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.
MIDDLEWEST VENTURES II, L.P.
By: Middlewest Management Company, L.P., its General Partner
Date: February 14, 1998
By: \s\ Thomas A. Hiatt
Thomas A. Hiatt, General Partner
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.
MIDDLEWEST MANAGEMENT COMPANY, L.P.
Date: February 14, 1998
By: \s\ Thomas A. Hiatt
Thomas A. Hiatt, General Partner
<PAGE>
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.
Date: February 14, 1998
\s\ Thomas A. Hiatt
Thomas A. Hiatt
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.
Date: February 14, 1998
\s\ Marcy Shockey
Marcy Shockey
