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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
RAYTEL MEDICAL CORPORATION
-----------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------
(Title of Class Securities)
755107109
-----------------------
(CUSIP Number)
*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 in 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).
CUSIP NO. 755107109
13G PAGE 2 OF 15 PAGES
--- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ML Venture Partners II, L.P.
13-3324232
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
Not Applicable (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
127,969 shares of common stock (including options to purchase
27,969 shares of common stock)
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
127,969 shares of common stock (including options to purchase 27,969
shares of common stock)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,969 shares of common stock
(including options to purchase 27,969 shares of
common stock)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.64%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 755107109
13G PAGE 3 OF 15 PAGES
--- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) / /
Not Applicable (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
132,150 shares of common stock (including options to purchase
27,969 shares of common stock)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
132,150 shares of common stock
(including options to purchase 27,969
shares of common stock)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
132,150 shares of common stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.68%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 755107109 13G PAGE 4 OF 15 PAGES
--- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) / /
Not Applicable
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER SHARES
0
6 SHARED VOTING POWER
130,029 shares of common stock (including options to
purchase 27,969
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
130,029 shares of common stock
(including options to purchase 27,969
shares of common stock)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
130,029 shares of common stock
(including options to purchase 27,969 shares of
common stock)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.66%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 755107109 13G PAGE 5 OF 15 PAGES
--- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ML Leasing Equipment Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
Not Applicable (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
127,969 shares of common stock
6 SHARED VOTING POWER
127,969 shares of common stock (including options to purchase
27,969 shares of common stock)
7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
127,969 shares of common stock
(including options to purchase 27,969
shares of common stock)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
127,969 shares of common stock
(including options to purchase 27,969 shares of
common stock)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.64%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 755107109 13G PAGE 6 OF 15 PAGES
1 NAME OF REPORTING PERSON S.S. or
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MLVPII Co., L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
Not Applicable (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
127,969 shares of common stock (including options to purchase 27,969
shares of common stock)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
127,969 shares of common stock (including options to purchase 27,969
shares of common stock)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
127,969 shares of common stock (including options to purchase 27,969
shares of common stock)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.64%
12 TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 755107109 13G PAGE 7 OF 15 PAGES
--- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Venture Capital Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
Not Applicable (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
127,969 shares of common stock (including options to purchase 27,969
shares of common stock)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
127,969 shares of common stock
(including options to purchase 27,969 shares of common stock)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
127,969 shares of common stock (including options to purchase 27,969
shares of common stock)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.64%
12 TYPE OF REPORTING PERSON*
HC, IA, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
ITEM 1.
(a) Name of Issuer
--------------
Raytel Medical Corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
-----------------------------------------------
2755 Campus Drive, Suite 200
San Mateo, California 94403
ITEM 2.
(a) Name of Persons Filing
----------------------
ML Venture Partners II, L.P. (the "Partnership")
Merrill Lynch & Co., Inc. ("ML&Co.")
Merrill Lynch Group, Inc. ("ML Group")
ML Leasing Equipment Corp. ("ML Leasing")
MLVPII Co., L.P. ("MLVPII Co.")
Merrill Lynch Venture Capital Inc. ("MLVC")
(b) Address of Principal Business Office or, if none, Residence
-----------------------------------------------------------
The Partnership, ML&Co., ML Group, ML Leasing, MLVPII Co.,
and MLVC:
World Financial Center - North Tower
250 Vesey Street, 25th Floor
New York, New York 10281-1325
(c) Citizenship
-----------
See Item 4 of Cover Pages
(d) Title of Class of Securities
----------------------------
Common Stock
(e) CUSIP Number
------------
755107109
ITEM 3.
Not Applicable with respect to the Partnership. ML & Co.,
ML Group, ML Leasing and MLVC are parent holding
companies in accordance with Section 240.13d-1(b)(1)(ii)(G).
MLVPII Co. and MLVC are investment advisers registered
under Section 203 of the Investment Advisers Act of 1940.
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
-------------------------
See Item 9 of Cover Pages. Pursuant to
Section 240.13d-4, the Partnership, ML & Co.,
ML Group, ML Leasing, MLVPII Co. and MLVC (the
"Reporting Persons") disclaim beneficial ownership
of the securities of the Company referred to
herein, and the filing of this
Schedule 13G shall not be construed as an admission
that the Reporting Persons are, for the purposes
of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, the beneficial owner of any securities
of the Company covered by this statement.
(b) Percent of Class
----------------
See Item 11 of Cover Pages.
(c) Number of shares as to which such person has
--------------------------------------------
(i) sole power to vote or to direct the vote
See Item 5 of Cover Pages.
(ii) shared power to vote or to direct the vote
See Item 6 of Cover Pages.
(iii) sole power to dispose or to direct the disposition
of See Item 7 of Cover Pages.
(iv) shared power to dispose or to direct the disposition
of: See Item 8 of Cover Pages.
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 (x).
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
See Exhibit A Pursuant to Item 7 attached hereto.
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.
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 12, 1997
ML VENTURE PARTNERS II, L.P.,
By: MLVPII Co., L.P.
(its Managing General
Partner)
By: Merrill Lynch Venture
Capital Inc.
(its general partner)
-----------------------------
Signature
By: /s/ Robert F. Aufenanger/
Executive Vice President
------------------------------
Name/Title
MERRILL LYNCH & CO., INC.
By: /s/ Marcia L. Tu
-------------------------------
Signature
Marcia L. Tu/Attorney-in-Fact*
-------------------------------
Name/Title
MERRILL LYNCH GROUP, INC.
By: /s/ Marcia L. Tu
--------------------------------
Signature
Marcia L. Tu/Attorney-in-Fact**
--------------------------------
Name/Title
_____________________
* Signed pursuant to a power of attorney included as Exhibit B
to this Schedule 13G.
** Signed pursuant to a power of attorney included as Exhibit C to this
Schedule 13G.
ML LEASING EQUIPMENT CORP.
By: /s/ James Rossi
------------------------------
Signature
By:/s/ James Rossi/Attorney-in-Fact***
-------------------------------
Name/Title
MLVPII CO., L.P.
By: Merrill Lynch Venture Capital Inc.
(its general partner)
By: /s/ Robert F. Aufenanger
--------------------------------
Signature
MERRILL LYNCH VENTURE CAPITAL INC.
By: /s/ Robert F. Aufenanger
--------------------------------
Signature
Robert F. Aufenanger/Executive Vice
President
-------------------------------------
Name/Title
__________________
*** Signed pursuant to a power of attorney included as
Exhibit C to this Schedule 13G.
Exhibit A Pursuant to Item 7
----------------------------
Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch
Group, Inc. ("ML Group"), ML Leasing Equipment Corp.
("ML Leasing") and Merrill Lynch Venture Capital Inc.
("MLVC") are filing this Schedule as parent holding
companies pursuant to Rule 13d-1(b)(1)(ii)(G) under the
Securities Exchange Act of 1934. ML Leasing is also filing as a
holder of 28,993 shares of Raytel Medical Corporation.
The relevant subsidiaries of ML&Co. are ML Group, Merrill
Lynch Pierce, Fenner & Smith Incorporated (MLPF&S), ML Trust
FLA, ML Leasing and MLVC. The relevant subsidiaries
of ML Group are ML Leasing ML Trust and MLVC. The relevant
subsidiary of ML Leasing is MLVC.
ML Group, a wholly-owned direct subsidiary of ML&Co., may
be deemed to be the beneficial owner of 1.99% of the common
stock of Raytel Medical Corporation (the "Company") by virtue
of its control of its wholly-owned subsidiary ML Leasing.
A wholly-owned subsidiary of ML Group holds
2,060 shares which is less than 5% of the common stock of
the Company for the benefit of certain trusts.
MLVC, a wholly-owned direct subsidiary of ML Leasing, may
be deemed to be the beneficial owner of 1.64% of the
common stock of the Company by virtue of its being the
general partner of MLVPII Co., L.P. ("MLVPII
Co."), which is the Managing General Partner of ML Venture
Partners II, L.P. (the "Partnership"). The Partnership,
which is registered under
the Investment Company Act of 1940 as a business
development company,
holds in its portfolio 1.64% of the common stock of the
Company. MLVC also acts as an investment adviser with
respect to the Partnership.
MLVC and MLVPII Co. are investment advisers registered under
Section 203 of the Investment Advisers Act of 1940. The Item 3
classification of MLVPII Co. is (e).
MLPF&S, a broker-dealer and a wholly-owned direct
subsidiary of ML&Co., may be deemed to be the beneficial
owner of the securities of the Company held in customer
accounts over which MLPF&S has discretionary power.
Exhibit B
---------
POWER OF ATTORNEY
TO PREPARE AND EXECUTE DOCUMENTS PURSUANT TO SECTIONS 13
AND 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AND RULES THEREUNDER, BY AND ON BEHALF OF
MERRILL LYNCH & CO., INC.
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints MARCIA L. TU its true and lawful attorney-in-fact to:
(1) prepare and execute, for and on behalf of the
undersigned, any and all forms, schedules, reports and other
documents relating to Merrill Lynch &
Co., Inc.'s direct or indirect ownership of securities that are
required to be filed with the United States Securities and
Exchange Commission pursuant
to Sections 13 and 16 of the Securities Exchange Act of 1934, as
amended, and the rules thereunder (collectively,
the "Exchange Act");
(2) do and perform any and all acts for and on
behalf of the undersigned which may be necessary or
desirable to comply with the
requirements of Sections 13 and 16 of the Exchange Act
including, but not limited to, executing documents required by
said sections of the Exchange Act and effecting the timely
filing thereof with the United States Securities and
Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may
approve in his discretion.
The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform all and every act
and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and
purposes as such attorney-
in-fact might or could do if personally present, hereby
ratifying and confirming all that such attorney-in-fact shall
lawfully do or cause to be
done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that
the foregoing attorney-in-fact,
in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 13
or 16 of the Exchange Act.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 30th day of November 1994.
MERRILL LYNCH & CO., INC.
By: /s/ Barry S. Friedberg
----------------------------------
Barry S. Friedberg
Executive Vice President
Exhibit C
---------
POWER OF ATTORNEY
TO PREPARE AND EXECUTE DOCUMENTS PURSUANT TO SECTIONS 13
AND 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AND RULES THEREUNDER, BY AND ON BEHALF OF
MERRILL LYNCH GROUP, INC.
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints MARCIA L. TU its true and lawful
attorney-in-fact to:
(1) to prepare and execute, for and on behalf of the
undersigned, any and all forms, schedules, reports and other
documents relating to Merrill
Lynch Group, Inc.'s direct or indirect ownership of
securities that are required to be filed with the
United States Securities and Exchange
Commission pursuant to Section 13 and 16 of the Securities
Exchange Act of 1934, as amended, and the rules
thereunder (collectively, the "Exchange Act");
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to comply with
the requirements of Sections 13 and 16 of the Exchange Act
including, but not limited to,
executing documents required by said sections of the
Exchange Act and
effecting the timely filing thereof with the United States
Securities and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in his discretion.
The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform all and every act
and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and
purposes as such attorney-
in-fact might or could do if personally present, hereby
ratifying and confirming all that such attorney-in-fact shall
lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, serving in such capacity at the request of
the undersigned, is not assuming
any of the undersigned's responsibilities to comply with Sections
13 or 16 of the Exchange Act.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 8th day of December 1994.
MERRILL LYNCH GROUP,INC.
By:/s/ Rosemary T. Berkery
------------------------
Exhibit D
---------
POWER OF ATTORNEY
TO PREPARE AND EXECUTE DOCUMENTS PURSUANT TO SECTIONS 13
AND 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AND RULES THEREUNDER, BY AND ON BEHALF OF
ML LEASING EQUIPMENT CORP.
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints JAMES ROSSI its true and lawfully
attorney-in-fact to:
(1) to prepare and execute, for and on behalf of the
undersigned, any and all forms, schedules, reports and other documents
relating to ML Leasing Equipment Corp.'s direct or indirect ownership
of securities that are required to be filed with the United States
Securities and Exchange Commission pursuant to Sections 13 and 16 of the
Securities Exchange Act of 1934, as amended, and the rules thereunder
(collectively, the "Exchange Act");
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to comply with the
requirements of Sections 13 and 16 of the Exchange Act including, but
not limited to, executing documents required by said sections of the
Exchange Act and effecting the timely filing thereof with the United
States Securities and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in his discretion.
The undersigned hereby grants to such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as such attorney- in-fact might or could do if personally
present, hereby ratifying and confirming all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Sections 13 or 16 of the
Exchange Act.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 30th day of January 1997.
ML LEASING EQUIPMENT CORP.
By: /s/ Robert L. Marcotte
-------------------------------
Senior Vice President
