SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 2)*
Inference Corporation
- ----------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ----------------------------------------------------------------------
(Title of Class Securities)
45662K109
---------------------------
(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. 45662K109
13G PAGE 2 OF 12 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 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0 of common stock
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0 shares of common stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 45662K109
13G PAGE 3 OF 12 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
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0 shares of common stock
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0 shares of common stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 45662K109
13G PAGE 4 OF 12 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
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0 shares of common stock
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0 shares of common stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 45662K109
13G PAGE 5 OF 12 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
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0 shares of common stock
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0 shares of common stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%
12 TYPE OF REPORTING PERSON*
HC, IA, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
ITEM 1.
(a) Name of Issuer
--------------
Inference Corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
-----------------------------------------------
100 Rowland Way, Novato, California 94945
ITEM 2.
(a) Name of Persons Filing
----------------------
Merrill Lynch & Co., Inc. ("ML & Co.")
Merrill Lynch Group, Inc. ("ML Group")
ML Leasing Equipment Corp. ("ML Leasing")
Merrill Lynch Venture Capital Inc. ("MLVC")
(b) Address of Principal Business Office or, if none, Residence
-----------------------------------------------------------
ML&Co., ML Group, ML Leasing, 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
------------
45662K109
ITEM 3.
ML & Co., ML Group, ML Leasing and MLVC are parent holding companies
in accordance with Section240.13d-1(b)(1)(ii)(G). MLVC is an
investment adviser registered under Section203 of the Investment
Advisers Act of 1940, as amended.
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
-------------------------
See Item 9 of Cover Pages. Pursuant to Section240.13d-4, ML & Co.,
ML Group, ML Leasing, 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
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
ML LEASING EQUIPMENT CORP.
By: /s/ James Rossi
------------------------------------------------
Signature
James Rossi/Attorney-in-Fact/***///
-------------------------------------------------
Name/Title
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 B to
this Schedule 13G.
/**/ Signed pursuant to a power of attorney included as Exhibit C to
this Schedule 13G.
/***/ Signed pursuant to a power of attorney included as Exhibit
D 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. The relevant subsidiaries of ML&Co.
are ML Group, ML Leasing and MLVC. The relevant subsidiaries of ML
Group are ML Leasing 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 0% of the common stock of Inference
Corporation (the "Company") by virtue of its control of its wholly-
owned subsidiary ML Leasing.
ML Leasing, a wholly-owned direct subsidiary of ML Group, may be
deemed to be the beneficial owner of 0% of the common stock of the
Company by virtue of its control of its wholly-owned subsidiary MLVC.
MLVC, a wholly-owned direct subsidiary of ML Leasing, may be deemed
to be the beneficial owner of 0% of the common stock of the Company
by virtue of its being the general partner of each of Merrill Lynch
Venture Capital Co., L.P. ("MLVC Co.") and MLVPII Co., L.P. ("MLVPII
Co."), which are the Managing General Partners of ML Venture
Partners I, L.P. and ML Venture Partners II, L.P., respectively (the
"Partnerships"). The Partnerships, which are each registered under
the Investment Company Act of 1940 as a business development company,
as of December 31, 1996 no longer held any shares of the common stock
of the Company. MLVC also acts as an investment adviser with respect
to each of the Partnerships. MLVC, MLVC Co. and MLVPII Co. are each
investment advisers registered under Section 203 of the Investment
Advisers Act of 1940. The Item 3 classification of MLVC Co. and
MLVPII Co. is (e).
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
