SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)(1)
CAMBRIDGE HEART, INC.
----------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
----------------------------------
(Title of Class of Securities)
131910101
--------------
(CUSIP Number)
------------
- ------------
(1) 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 remained of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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. 0131910101 13G Page 2 of 9 Pages
- -------------------- -----------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley, Dean Witter, Discover & Co.
36-3145972
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 131910101 13G Page 3 of 9 Pages
- ------------------- -----------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital II, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 131910101 13G Page 4 of 9 Pages
- ------------------- -----------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 131910101 13G Page 5 of 9 Pages
- ------------------- -----------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital Fund II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Cambridge Heart, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1 Oak Park Drive
Bedford, MA 01730
Item 2(a). Name of Person Filing:
Morgan Stanley, Dean Witter, Discover & Co. ("Morgan Stanley")
Morgan Stanley Venture Capital II, Inc. ("MSVC")
Morgan Stanley Venture Partners II, L.P. ("Partners")
Morgan Stanley Venture Capital Fund II, L.P. ("Venture Fund")
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business and principal office of each
of the Venture Fund, Partners, MSVC and Morgan Stanley is 1221
Avenue of the Americas, New York, New York 10020.
Item 2(c). Citizenship:
The citizenship of the Venture Fund, Partners, MSVC and Morgan
Stanley is Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share.
Item 2(e). CUSIP Number:
131910101
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Plan, Pension Fund
which is subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance Rule
13d-1(b)(1)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership. (a) Amount Beneficially Owned:
Venture Fund did not have beneficial ownership of any shares of Common
Stock as of December 31, 1997. Venture Fund, Morgan Stanley Venture
Investors, L.P., and Morgan Stanley Venture Capital Fund II, C.V. (the
"Funds") previously owned Common Stock but have ceased to own any Common
Stock. Partners, as the general partner of each Fund, controls the
actions of each Fund. MSVC, as general partner of Partners, controls
the actions of Partners. Morgan Stanley, as the sole shareholder of
MSVC, controls the actions of MSVC. Because the Funds have ceased to
own any Common Stock, none of Partners, MSVC and Morgan Stanley may be
deemed to have beneficial ownership of any shares of Common Stock.
(b) Percent of Class:
Morgan Stanley 0.0%
MSVC 0.0%
Partners 0.0%
Fund 0.0%
(c) Number of shares as to which such person has:
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv)
Sole power to Shared power Sole power to Shared power
vote or to to vote or to dispose or to to dispose or to
direct the vote direct the vote direct the direct the
disposition of disposition of
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Morgan Stanley - 0 - - 0 - - 0 - - 0 -
MSVC - 0 - - 0 - - 0 - - 0 -
Partners - 0 - - 0 - - 0 - - 0 -
Fund - 0 - - 0 - - 0 - - 0 -
</TABLE>
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.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10. Certification.
N/A
SIGNATURE
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After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: February 17, 1998
Morgan Stanley Venture Capital
Fund II, L.P.
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
Morgan Stanley Venture
Partners II, L.P.
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
Morgan Stanley Venture Capital II,
Inc.
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
Morgan Stanley, Dean Witter,
Discover & Co.
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 10001).
