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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
SDL, Inc.
- ----------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ----------------------------------------------------------------------
(Title of Class Securities)
784076101
---------------------------
(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. 784076101 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*
Not Applicable (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0 shares of common stock
OWNED BY 6 SHARED VOTING POWER
0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0 shares of common stock
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
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*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 784076101 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*
Not Applicable (a) / /
(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. 784076101 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*
Not Applicable (a) / /
(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. 784076101 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*
Not Applicable (a) / /
(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. 784076101 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*
Not Applicable (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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*
IA, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 784076101 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*
Not Applicable (a) / /
(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
--------------
SDL, Inc. (the "Company")
(b) Address of Issuer's Principal Executive Offices
-----------------------------------------------------
80 Rose Orchard Way, San Jose, California 95134-1365
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
------------
784076101
ITEM 3.
Not Applicable with respect to the Partnership. ML&Co., ML Group,
ML Leasing and MLVC are parent holding companies in accordance with
Section240.13d-1(b)(1)(ii)(G). MLVPII Co. and MLVC are investment
advisers registered under Section203 of the Investment Advisers Act
of 1940.
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
-------------------------
See Item 9 of Cover Pages. Pursuant to Section240.13d-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)
By: /s/ Robert F. Aufenanger
-----------------------------------
Signature
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
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
Robert F. Aufenanger/Executive Vice President
---------------------------------------------
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 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 SDL, Inc. (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 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, 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
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).
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
