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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Commission File Number: 0-14026
DALTEX MEDICAL SCIENCES, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
235502 10 1
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(CUSIP Number)
C. Lawrence Rutstein, 7777 Glades Rd., Suite 211,
Boca Raton, FL 33434, (561)470-6005
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 1, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. |_|
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_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C. Lawrence Rutstein
MCG Partners, Inc. 65-0838800
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA/Florida
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| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | C. Lawrence Rutstein: 29,999,400
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | MCG Partners, Inc.: 30,000,300
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | C. Lawrence Rutstein: 29,999,400
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | MCG Partners, Inc.: 30,000,300
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
C. Lawrence Rutstein: 59,999,700
MCG Partners, Inc.: 30,000,300
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
C. Lawrence Rutstein: 60.82%
MCG Partners, Inc.: 30.42%
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14 TYPE OF REPORTING PERSON
IN, CO
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Item 1. Security and Issuer.
This Statement relates to the shares of common stock of Daltex
Medical Sciences, Inc., a Delaware corporation having a principal business and
the address of its principal office at 7777 Glades Road, Suite 211, Boca Raton,
Florida 33434.
Item 2. Identity and Background.
a. MCG Partners, Inc. ("MCG"), was organized in Florida
to engage in merchant banking. Mr. Rutstein is a
founder, officer, director and principal shareholder
of MCG.
b. The principal business and principal office address
of MCG and Mr. Rutstein are 7777 Glades Road, Suite
211, Boca Raton, Florida 33434
c. Neither MCG nor Mr. Rutstein has been convicted in a
criminal proceeding and they are not subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, nor has
there been any finding or violation with respect to
any such laws.
e. During the past five years neither MCG nor Mr.
Rutstein has been a party to a civil proceeding of a
judicial administrative body of competent
jurisdiction as a result of which proceeding it was
or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws, or finding any violation or which
found any violation with respect to such laws.
f. Mr. Rutstein is an American citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The funds used by MCG to purchase common and convertible
preferred stock were working capital funds of the corporation and Mr. Rutstein
used his own funds for that purpose. No part of the consideration was borrowed.
Item 4. Purpose of Transaction.
The purpose of the transactions was to acquire a significant
position in the issuer with a view to having the issuer acquire, or be acquired
by, another corporation in a merger or other business combination involving the
issuer. No such transaction has been identified as of the date of this Report.
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The reporting persons anticipate that the issuer will
materially change its present capitalization through an increase in the number
of authorized shares, a reverse split of the authorized shares outstanding, or
both.
Item 5. Interest in Securities of the Issuer.
MCG is the beneficial owner of 30,000,300 shares of common
stock, which includes 333,300 shares of common stock held by MCG and 29,667,000
shares of common stock underlying 29,667 shares of Series A Convertible
Preferred Stock held by MCG. Mr. Rutstein is the beneficial owner of 59,999,700
shares, which includes the shares beneficially owned by MCG, 333,400 shares of
common stock held by Mr. Rutstein, and 29,666,000 shares of common stock
underlying the 29,666 shares of Series A Convertible Preferred Stock held by Mr.
Rutstein. Mr. Rutstein has sole power to vote the equivalent of 29,666,000
shares of common stock, and has sole power to dispose or direct the disposition
of that number of shares. MCG shares voting power with Mr. Rutstein as to its
shares of common stock which it beneficially owns, and also shares with Mr.
Rutstein the power to dispose or direct the disposition of MCG's shares. Mr.
Rutstein and MCG disclaim beneficial ownership of any other shares of the
issuer's common stock held by any other person. There is no voting agreement or
other agreement between Mr. Rutstein and MCG, or between either Mr. Rutstein or
MCG and any other person with respect to the voting or disposition of the shares
held of record or beneficially by either of them. Both Mr. Rutstein and MCG
disclaim that either of them is part of any group except insofar as Mr.
Rutstein's ownership of shares of MCG and his position as an officer and
director of that company would deem him to be a member of a group with MCG. Both
Mr. Rutstein and MCG acquired shares of the issuer's common stock and shares of
the issuer's Series A Convertible Preferred Stock on February 1, 1999, although
the issuer did not file a certificate of designations in Delaware with respect
to its Series A Convertible Preferred Stock until June 10, 1999.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we each certify that the information set forth in this statement is true,
complete and correct.
6/24/99
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(Date)
/s/ C. Lawrence Rutstein
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C. Lawrence Rutstein
6/24/99
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(Date)
MCG PARTNERS, INC.
By: /s/ C. Lawrence Rutstein
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C. Lawrence Rutstein, President
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