SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
MERIS LABORATORIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
589848100
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(CUSIP Number)
Stephen Feinberg
450 Park Avenue
28th Floor
New York, New York 10022
(212) 891-2100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 18, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box. [ ]
Page 1 of 6 Pages
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____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Stephen Feinberg
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER*
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER*
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER*
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER*
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,676,058
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
17.30%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT
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* (a) The person filing this statement is Stephen Feinberg. Mr. Feinberg
indirectly through one or more partnerships or other entities, possesses
voting and investment power over all Shares owned by (i) Cerberus Partners,
L.P. ("Cerberus"), a Delaware limited partnership, (ii) Cerberus
International, Ltd. ("International") and Ultra Cerberus Fund, Ltd. ("Ultra"),
each of which are corporations organized under the laws of the Bahamas, and
(iii) various private investment funds (the "Funds").
(b) The approximate aggregate percentage of securities reported
beneficially owned by each person herein is based on 792,000 Shares underlying
Warrants and 884,058 Shares underlying Debentures (assuming a conversion price
of $3.45 per Share).
(c) Although Cerberus is the record owner of all of the principal amount
of the Debentures issued pursuant to the Purchase (as defined in Item 3), and
Madeleine LLC ("Madeleine") is the record owner of all of the Warrants issued
pursuant to the Loan Agreement (as defined in Item 3), pursuant to
participation agreements with Cerberus or Madeleine, as the case may be, as of
the date hereof, (i) Cerberus is the beneficial owner of 200,000 Warrants and
$750,000 in principal amount of Debentures, (ii) International is the
beneficial owner of 200,000 Warrants and $750,000 in principal amount of
Debentures, (iii) Ultra is the beneficial owner of 24,000 Warrants and
$150,000 in principal amount of Debentures and (iv) the Funds are the
beneficial owners of 368,000 Warrants and $1,400,000 in principal amount of
Debentures. The remaining Warrants and Debentures were transferred to
entities over which Stephen Feinberg possesses no voting or investment power.
The transactions were private transactions. Madeleine disclaims beneficial
ownership of the Warrants although it is the record holder of such Warrants.
Page 2 of 6 Pages
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 (the "Amendment") amends the Statement on Schedule 13D
dated November 29, 1996 (the "13D") filed by Madeleine LLC ("Madeleine"),
Cerberus Partners, L.P. ("Cerberus") and Stephen Feinberg and others with
respect to shares of Common Stock, par value $0.01 per share ("Shares")
underlying certain warrants ("Warrants") and 10% Convertible Senior
Subordinated Debentures ("Debentures") of Meris Laboratories, Inc. (the
"Company") whose principal executive offices are located at 2890 Canker Road,
San Jose, California 95134. Certain terms used and not described in this
Amendment have the meanings ascribed to them in the 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 as reported in the 13D is hereby amended and restated as follows:
(a) The person filing this statement is Stephen Feinberg. Mr. Feinberg
indirectly through one or more partnerships or other entities, possesses
voting and investment power over all Shares owned by (a) Cerberus (b) Cerberus
International, Ltd. ("International") and Ultra Cerberus Fund, Ltd. ("Ultra")
each of which are corporations organized under the laws of the Bahamas, and
(c) various private investment funds (the "Funds"). Cerberus, International,
Ultra and the Funds are engaged in the investment in personal property of all
kinds, including, but not limited to, capital stock, depository receipts,
investment companies, mutual funds, subscriptions, warrants, bonds, notes,
debentures, options and other securities of whatever kind and nature.
(b) The address of the principal place of business and principal office of
Stephen Feinberg is 450 Park Avenue, New York, New York, 10022.
(c) The principal occupation of Stephen Feinberg is as the General Partner
of Feinberg Management L.P. and other related investment firms.
(d) Stephen Feinberg has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Stephen Feinberg has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been subject to a judgment,
decree or final order enjoiningfuture violations of, or prohibiting or
mandating activities subject to,Federal or state securities laws or finding
any violation with respect to suchlaws.
(f) Stephen Feinberg is a citizen of the United States.
Page 3 of 6 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 as reported in the 13D is hereby amended and restated as follows:
On November 18, 1996, Madeleine, as lender and the Company, as borrower,
entered into a demand loan agreement (the "Loan Agreement") pursuant to which
a portion of Meris' consideration therefor consisted of Warrants for the
purchase of 800,000 Shares. Prior to that, on September 30, 1996, Cerberus
purchased (the "Purchase") $3,150,000 in principal amount of Debentures
previously issued by the Company. The Debentures, if not redeemed, are
convertible to common stock. The current conversion price under the
Debentures when purchased by Cerberus was $3.45 per Share.
All funds used to purchase such Debentures and Warrants of the Company on
behalf of Cerberus, International, Ultra and the Funds came directly from the
net assets of such entities.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 as reported in the 13D is hereby amended and restated as follows:
The purpose of the acquisition of the Warrants and Debentures on behalf of
Cerberus, International, Ultra and the Funds is for investment.
Other than as set forth above, Stephen Feinberg does not have anyplans or
proposals which relate to, or could result in, any of the mattersreferred to
in paragraphs (b) through (j), inclusive, of Item 4 of Schedule13D. Such
entities and persons may, at any time and from time to time,review or
reconsider their position with respect to any of such matters, but have no
present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 as reported in the 13D is hereby amended and restated as follows:
(a) The approximate aggregate percentage of Securities reported beneficially
owned by the reporting person herein is based on 9,686,593 Shares including
8,010,535 Shares outstanding as of September 16, 1996, as reflected in the
Form 10Q of the Company for the period ending September 30, 1996 plus 792,000
Shares underlying Warrants beneficially owned by the reporting person, plus
884,058 Shares underlying Debentures beneficially owned by the reporting
person (assuming a conversion price of $3.45 per Share). For purposes of
calculating the percentages herein, the number of Shares underlying Warrants
and Debentures beneficially owned by the reporting person has been added to
the number of Shares outstanding as though such Warrants had been exercised
and such Debentures had been converted.
Although Cerberus is the record owner of all of the principal amount of
Debentures issued pursuant to the Purchase, and Madeleine is the record owner
of all Warrants issued pursuant to the Loan Agreement, pursuant to
participation agreements with Cerberus or Madeleine, as the case may be, as of
the date hereof, (i) Cerberus is the beneficial owner of 200,000 Warrants and
$750,000 in principal amount of the Debentures, (ii) International is the
beneficial owner of 200,000 Warrants and $750,000 in principal amount of the
Debentures, (iii) Ultra is the beneficial owner of 24,000 Warrants and
$150,000 in principal amount of the Debentures and (iv) the Funds are the
beneficial owners of 368,000 Warrants and $1,400,000 in principal amount of
Debentures. The remaining Warrants and Debentures were transferred to
entities over which Stephen Feinberg possesses no voting or investment power.
The transactions were private transactions. Madeleine disclaims beneficial
ownership of the Warrants although it is the record holder of such Warrants.
(b) Stephen Feinberg possesses voting and investment power over all Shares
owned by Cerberus, International, Ultra and the Funds.
Page 4 of 6 Pages
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Stephen Feinberg owns directly no Shares. By reason of the provisions of Rule
13d-3 of the Act, Stephen Feinberg may be deemed to own beneficially 792,000
Warrants and Debentures convertible into 884,058 Shares, constituting
approximately 17.30% of the Shares outstanding. Madeleine disclaims
beneficial ownership of the Shares held.
(c) On September 30, 1996 Cerberus purchased Debentures which are
convertible into 913,043 Shares (assuming a conversion price of $3.45 per
share, which was the conversion price in effect at the time the Company issued
the Debentures), and on November 18, 1996, the Company issued to Madeleine
Warrants to purchase 800,000 Shares at $0.01 per share. Pursuant to
participation agreements, Cerberus, International, Ultra and the Funds became
beneficial owners of the Warrants and Debentures as described above. Certain
of the Warrants and Debentures issued to Madeleine and Cerberus were
transferred to entities over which Stephen Feinberg possesses no voting or
investment power. The transactions were private transactions.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 as reported in the 13D is hereby amended and restated as follows:
Other than as described above, there are no contracts, understandings or
relationships (legal or otherwise) among the persons named in Item 2 hereof
and between such persons or any person with respect to any securities of the
Company, including but not limited to transfer or voting of any of the Shares,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
Page 5 of 6 Pages
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After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
March 6, 1997
/s/ STEPHEN FEINBERG
Stephen Feinberg, on
behalf of
Cerberus Partners, L.P.,
Cerberus International, Ltd.,
Ultra Cerberus Fund, Ltd.,
Madeleine LLC and the various
private investment funds.
Page 6 of 6 Pages
