UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13D-1(B)(C), AND (D) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. 2)
Silverado Foods, Inc.
(Name of Issuer)
Common Stock
(Title of Class Securities)
828342105
(CUSIP Number)
April 30, 1998
(Date of Event which Requires Filing of this Statement)
Check appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
*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).
<PAGE>
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|CUSIP No. 09058W101 | | 13G | | Page 2 of 14 Pages |
-------------------- ------ --------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
_
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
OKLAHOMA
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
752, 802 SHARES OF COMMON STOCK (INCLUDING WARRANTS TO
PURCHASE 47,121 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)
4.89%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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|CUSIP No. 09058W101 | | 13G | | Page 3 of 14 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) |_|
_
(B) |_|
NOT APPLICABLE
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 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
752, 802 SHARES OF COMMON STOCK (INCLUDING WARRANTS TO
PURCHASE 47,121 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)
4.89%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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|CUSIP No. 09058W101 | | 13G | | Page 4 of 14 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) |_|
(B) |_|
NOT APPLICABLE
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 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
752, 802 SHARES OF COMMON STOCK (INCLUDING
WARRANTS TO PURCHASE 47,121 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)
4.89%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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|CUSIP No. 09058W101 | | 13G | | Page 5 of 14 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) |_|
_
(B) |_|
NOT APPLICABLE
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 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
752, 802 SHARES OF COMMON STOCK (INCLUDING WARRANTS TO
PURCHASE 47,121 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)
4.89%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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|CUSIP No. 09058W101 | | 13G | | Page 5 of 14 Pages |
-------------------- ------ --------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MLOK CO., L.P.
_
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
_
(B) |_|
NOT APPLICABLE
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
OKLAHOMA
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
752, 802 SHARES OF COMMON STOCK (INCLUDING WARRANTS TO
PURCHASE 47,121 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)
4.89%
12 TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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|CUSIP No. 09058W101 | | 13G | | Page 7 of 14 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) |_|
(B) |_|
NOT APPLICABLE
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 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 752, 802 SHARES OF COMMON STOCK
(INCLUDING WARRANTS TO PURCHASE
47,121 SHARES OF COMMON STOCK)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
752, 802 SHARES OF COMMON STOCK (INCLUDING WARRANTS TO
PURCHASE 47,121 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)
4.89%
12 TYPE OF REPORTING PERSON*
HC, IA, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
ITEM 1.
(a) Name of Issuer
Silverado Foods, Inc.
(b) Address of Issuer's Principal Executive Offices
7312 East 38th Street, Tulsa, Oklahoma 74145
ITEM 2.
(a) Name of Persons Filing
ML Oklahoma Venture Partners, Limited Partnership
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
ML Leasing Equipment Corp.
MLOK Co., L.P.
Merrill Lynch Venture Capital Inc.
(b) Address of Principal Business Office or, if none, Residence
ML Oklahoma Venture Partners, Limited Partnership
Meridian Tower, Suite 1060
5100 East Skelly Drive
Tulsa, Oklahoma 74135
Merrill Lynch & Co., Inc., Merrill Lynch Group, Inc.,
ML Leasing Equipment Corp., MLOK 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
828342105
ITEM 3.
ML Oklahoma Venture Partners, Limited Partnership (the
"Partnership") is filing under (d), as it is an investment company
operating as a business development company under the Investment
Company Act. 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 under (g) in accordance with ss.240.13d-1(b)(1)(ii)(G).
MLOK Co., L.P. ("MLOK Co.") and MLVC are investment advisers
registered under ss.203 of the Investment Advisers Act of 1940 and
are filing under (e).
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
See Item 9 of Cover Pages. Pursuant to ss.240.13d-4, the
Partnership, ML & Co., ML Group, ML Leasing, MLOK Co. and MLVC (the
"Reporting Persons") disclaim beneficial ownership of the
securities of Silverado Foods, Inc. (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
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
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 11, 1999
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
By: MLOK Co., L.P.
(its Managing General Partner)
By: Merrill Lynch Venture Capital Inc.
(its general partner)
By: /s/ Frank J. Marinaro
Signature
Frank J. Marinaro/Secretary
Name/Title
MERRILL LYNCH & CO., INC.
By: /s/ Frank J. Marinaro
Signature
Frank J. Marinaro/Attorney-in-Fact*
Name/Title
MERRILL LYNCH GROUP, INC.
By: /s/ Frank J. Marinaro
Signature
Frank J. Marinaro/Attorney-in-Fact*
Name/Title
ML LEASING EQUIPMENT CORP.
By: /s/ Joseph Valenti
Signature
Joseph Valenti/Vice President and Treasurer
Name/Title
MLOK CO., L.P.
By: Merrill Lynch Venture Capital Inc.
(its general partner)
By: /s/ Frank J. Marinaro
Signature
Frank J. Marinaro/Secretary
Name/Title
MERRILL LYNCH VENTURE CAPITAL INC.
By: /s/ Frank J. Marinaro
Signature
Frank J. Marinaro/Secretary
Name/Title
<PAGE>
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 4.89% of the common stock of
Silverado Foods, 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 4.89% 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 4.89% of the common stock of the
Company by virtue of its being the general partner of MLOK Co.,
L.P. ("MLOK Co."), which is the Managing General Partner of ML
Oklahoma Venture Partners, Limited Partnership (the "Partnership").
The Partnership, which is registered under the Investment Company
Act of 1940 as a business development company, holds in its
portfolio 4.89% of the common stock of the Company. MLOK also acts
as an investment adviser with respect to the Partnership. MLOK Co.
and MLVC are investment advisers registered under Section 203 of
the Investment Advisers Act of 1940.
The Item 3 classification of MLOK Co. is (e).
<PAGE>
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 FRANK J. MARINARO 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 16th day of February 1998.
Merrill Lynch & Co., Inc.
By: /s/ Barry S. Friedberg
Barry S. Friedberg
Executive Vice President
<PAGE>
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 FRANK J. MARINARO 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 17th day of September 1998.
Merrill Lynch Group, Inc.
By: /s/ Mark B. Goldfus
* Signed pursuant to a power of attorney included as Exhibit B to
this Schedule 13G.
