UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OMB
___
WASHINGTON, D.C. 20549 APPROVAL
________
OMB Number:
3235-0145
SCHEDULE 13G Expires:
October 31, 1994
UNDER THE SECURITIES EXCHANGE ACT OF 1934 Estimated average
burden hours per
(AMENDMENT NO. 2)* response...14.90
Biocircuits Corporation
- ----------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ----------------------------------------------------------------------
(Title of Class Securities)
09058W101
-------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (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 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. 09058W101
13G PAGE 2 OF 14 PAGES
---- ----
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ML Venture Partners II, 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
Delaware
</TABLE>
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,068,401
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,068,401
<TABLE>
<CAPTION>
<S> <C> <C>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,401
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)
5.9%
12 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 09058W101
13G PAGE 3 OF 14 PAGES
---- ----
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,068,401
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,068,401
<TABLE>
<CAPTION>
<S> <C> <C>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,401
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)
5.9%
12 TYPE OF REPORTING PERSON*
HC, CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 09058W101
13G PAGE 4 OF 14 PAGES
---- ----
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,068,401
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,068,401
<TABLE>
<CAPTION>
<S> <C> <C>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,401
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)
5.9%
12 TYPE OF REPORTING PERSON*
HC, CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 09058W101
13G PAGE 5 OF 14 PAGES
---- ----
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,068,401
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,068,401
<TABLE>
<CAPTION>
<S> <C> <C>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,401
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)
5.9%
12 TYPE OF REPORTING PERSON*
HC, CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 09058W101
13G PAGE 6 OF 14 PAGES
---- ----
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,068,401
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,068,401
<TABLE>
<CAPTION>
<S> <C> <C>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,401
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)
5.9%
12 TYPE OF REPORTING PERSON*
IA, PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<
CUSIP NO. 09058W101
13G PAGE 7 OF 14 PAGES
---- ----
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,068,401
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,068,401
<TABLE>
<CAPTION>
<S> <C> <C>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,401
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)
5.9%
12 TYPE OF REPORTING PERSON*
HC, IA, CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
ITEM I.
(a) Name of Issuer
--------------
Biocircuits Corporation
(b) Address of Issuer's Principal Executive Offices
-----------------------------------------------
1450 Rollins Road, Burlingame, California 94010
ITEM II.
(a) Name of Persons Filing
----------------------
ML Venture Partners II, L.P.
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
ML Leasing Equipment Corp.
MLVPII Co., L.P.
Merrill Lynch Venture Capital Inc.
(b) Address of Principal Business Office or, if none, Residence
-----------------------------------------------------------
ML Venture Partners II, L.P., Merrill Lynch & Co., Inc., Merrill
Lynch Group, Inc., ML Leasing Equipment Corp., MLVPII Co., L.P.,
and Merrill Lynch Venture Capital Inc.:
World Financial Center - North Tower
250 Vesey Street
New York, New York 10281
(c) Citizenship
-----------
See Item 4 of Cover Pages
(d) Title of Class of Securities
----------------------------
Common Stock
(e) CUSIP Number
------------
09058W101
ITEM III.
Not Applicable with respect to ML Venture Partners II, L.P.
(the "Partnership"). Merrill Lynch & Co. ("ML & Co."),
Merrill Lynch Group, Inc. ("ML Group"), ML Leasing Equipment
Corp. ("ML Leasing") and Merrill Lynch Venture Capital Inc.
("MLVC") are parent holding companies in accordance with
Section240.13d-1(b)(1)(ii)(G). MVPII Co., L.P. ("MLVPII Co.")
and MLVC are investment advisers registered under Section203
of the Investment Advisers Act of 1940.
ITEM IV. 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 Biocircuits Corporation (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 V. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
ITEM VI. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
ITEM VII. 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 VIII. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM IX. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM X. 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 13, 1998
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/ James Rossi
-------------------------------
Signature
James Rossi/Secretary
----------------------------------
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
ML LEASING EQUIPMENT CORP.
By: /s/ James Rossi
-------------------------------
Signature
James Rossi/Secretary
----------------------------------
Name/Title
MLVPII CO., L.P.
By: Merrill Lynch Venture Capital
Inc.
(its general partner)
By: /s/ James Rossi
-------------------------------
Signature
James Rossi/Secretary
----------------------------------
Name/Title
MERRILL LYNCH VENTURE CAPITAL INC.
By: /s/ James Rossi
-------------------------------
Signature
James Rossi/Secretary
----------------------------------
Name/Title
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 5.9% of the common stock of
Biocircuits 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 5.9% 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 5.9% 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 5.9% of the
common stock of the Company. MLVC also acts as an investment
adviser with respect to the Partnership. MLVPII Co. and MLVC are
investment advisers registered under Section 203 of the Investment
Advisers Act of 1940.
The Item 3 classification of MLVPII Co. is (e).
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) to 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 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,
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 of 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
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,
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 of 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
---------------------------
