UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
MNI Group Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
553111105
(CUSIP Number)
Check the following box if a fee is being paid with this statement /x/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 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 10 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 553111105 Page 2 of 10 Pages
1. NAME OF REPORTING PERSON
WestMed Venture Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
211,973
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
211,973
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,973
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
<PAGE>
SCHEDULE 13G
CUSIP No. 553111105 Page 3 of 10 Pages
1. NAME OF REPORTING PERSON
WestMed Venture Management, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
211,973
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
211,973
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,973
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
<PAGE>
SCHEDULE 13G
CUSIP No. 553111105 Page 4 of 10 Pages
1. NAME OF REPORTING PERSON
Medical Venture Holdings, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
211,973
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
211,973
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,973
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 553111105 Page 5 of 10 Pages
1. NAME OF REPORTING PERSON
Oppenheimer Holdings, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
211,973
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
211,973
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,973
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 553111105 Page 6 of 10 Pages
1. NAME OF REPORTING PERSON
Oppenheimer Group, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
211,973
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
211,973
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,973
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
Item 1(a) Name of Issuer:
MNI Group Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
10 West Forest Avenue
Englewood, New Jersey 07631
Item 2(a) Name of Persons Filing:
WestMed Venture Partners, L.P. (the "Partnership")
WestMed Venture Management, L.P. (the "Managing General
Partner")
Medical Venture Holdings, Inc. ("MVH")
Oppenheimer Holdings, Inc. ("OHI")
Oppenheimer Group, Inc. ("OGI")
Item 2(b) Address of Principal Business Office, or, if none, Residence:
200 Liberty Street
World Financial Center
Oppenheimer Tower
New York, New York 10281
Item 2(c) Citizenship:
The information in Item 4 in the cover pages (pages 2
through 6) hereof is hereby incorporated by reference.
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value per share ("Common Stock")
Item 2(e) CUSIP No.:
553111105
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
This statement is not filed pursuant to Rules 13d-1(b) or
13d-2(b).
Item 4 Ownership:
The information in Items 1 and 5 through 11 in the cover
pages (pages 2 through 6) hereof is hereby incorporated by
reference.
The Partnership is the direct beneficial owner of 211,973
shares (the "Shares") of Common Stock. The Managing General
Partner is the managing general partner of the Partnership
and, subject to the supervision of the other general partners
of the Partnership, has the exclusive power and authority to
manage and control the Partnership's venture capital
investments. MVH is the sole general partner of the Managing
General Partner. MVH is wholly-owned by OHI. OHI is an
indirect wholly-owned subsidiary of OGI.
By virtue of the foregoing relationships, each of the Managing
General Partner, MVH, OHI and OGI (collectively, the "Related
Persons") may be deemed to share beneficial ownership of the
Shares with the Partnership. Each of the Related Persons
disclaims beneficial ownership of the Shares for all other
purposes.
The Partnership and the Related Persons may be deemed to be a
"group" within the meaning of Rule 13d-5 promulgated under the
Securities Exchange Act of 1934, as amended.
Item 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:
---------------------------------------------------------------
Not applicable.
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 Group:
------------------------------
Not applicable.
Item 10 Certification:
Not Applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
WestMed Venture Partners, L.P.
By: WestMed Venture Management, L.P., the
Managing General Partner
By: Medical Venture Holdings, Inc., the
General Partner
WestMed Venture Management, L.P.
By: Medical Venture Holdings, Inc., the
General Partner
Medical Venture Holdings, Inc.
By: /s/ Philippe L. Sommer
Name: Philippe L. Sommer
Title: Executive Vice President
Oppenheimer Holdings, Inc.
By: /s/ Robert I. Kleinberg
Name: Robert I. Kleinberg
Title: Secretary
Oppenheimer Group, Inc.
By: /s/ Robert I. Kleinberg
Name: Robert I. Kleinberg
Title: Secretary
Date: February 13, 1995
<PAGE>
SCHEDULE 13G JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13G (including all amendments thereto)
with respect to the common stock, $.01 par value of MNI Group Inc. and further
agree that this joint filing agreement be filed as an exhibit to their initial
statement on Schedule 13G. In evidence thereof, the undersigned, being duly
authorized, hereby execute this joint filing agreement this 13th day of
February, 1995.
WestMed Venture Partners, L.P.
By: WestMed Venture Management, L.P., the
Managing General Partner
By: Medical Venture Holdings, Inc., the
General Partner
WestMed Venture Management, L.P.
By: Medical Venture Holdings, Inc., the
General Partner
Medical Venture Holdings, Inc.
By: /s/ Philippe L. Sommer
Name: Philippe L. Sommer
Title: Executive Vice President
Oppenheimer Holdings, Inc.
By: /s/ Robert I. Kleinberg
Name: Robert I. Kleinberg
Title: Secretary
Oppenheimer Group, Inc.
By: /s/ Robert I. Kleinberg
Name: Robert I. Kleinberg
Title: Secretary
