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MERRILL LYNCH KECALP L.P. 1994
Supplement dated August 19, 1994
to Prospectus dated April 15, 1994
Merrill Lynch KECALP L.P. 1994 (the "Partnership") initially
offered 30,000 units of limited partnership interest ("Units") for maximum
proceeds of $30 million. In response to the offering, eligible investors
submitted subscription applications for approximately 41,000 Units for an
aggregate investment of approximately $41 million.
KECALP Inc., the general partner of the Partnership (the "General
Partner"), has authorized a supplemental offering of an additional 11,300
Units with an aggregate purchase price of $11.3 million to cover the over-
subscriptions in the original offering. As a result, the Partnership may
have total assets of up to approximately $41 million (before deducting
organizational and offering expenses estimated at $280,000 payable by the
Partnership).
In determining to approve the supplemental offering, the General
Partner recognized that if the additional Units are issued, the Partnership
will be substantially larger than any of the prior KECALP partnerships. The
General Partner took into consideration the potential effect of the increased
size on achieving the Partnership's investment objective, the additional time
that could be required to make investments and the potential sources of
investments that may be available to the Partnership. Potential sources of
investment opportunities and the Partnership's investment process are
discussed under "Investment Objective and Policies" and "Risk and Other
Important Factors" in the Partnership's prospectus dated April 15, 1994 (the
"Prospectus").
A copy of this Supplement is being mailed to all subscribers to the
Partnership's offering. Each such subscriber who does not wish to continue
to subscribe for Units may withdraw his or her subscription, in whole or in
part (subject to a minimum subscription of $5,000), by providing written
notice of withdrawal to KECALP Inc., South Tower, World Financial Center, 225
Liberty Street, New York, New York 10080-6123, Attention: Andrew Kaufman,
by September 13, 1994. Any such written notice should specify such
subscriber's social security number and ML account number, in addition to
indicating the amount of the subscription being withdrawn. Subscription
payments made by investors who withdraw their subscriptions will be refunded
promptly, with net interest earned thereon.
After any withdrawals of subscriptions have been processed,
remaining subscriptions, with net interest earned thereon, will be refunded
to investors, in a manner deemed equitable by the General Partner, to the
extent necessary to reduce subscriptions remaining in escrow to not more than
$30 million, which is the purchase price for the Units covered by the initial
offering. The General Partner will reduce subscriptions to not more than $30
million by accepting subscriptions up to a certain dollar amount, and
refunding all subscriptions in excess of such amount. Subscribers whose
subscriptions exceed the amount that can be accommodated in the original
offering will be able to participate in the supplemental offering of $11.3
million of Units, in an amount which increases their total investment in the
Partnership up to their initial subscription amount subscribed for in the
original offering. Subscriptions that do not exceed the amount that can be
accommodated will be accepted without further action, unless a withdrawal
request is made.
The discussion set forth on the cover of the Prospectus and under
the captions "Summary of the Offering -- The Offering" and "Offering and Sale
of Units" is hereby amended to incorporate the substance of this Supplement.
In addition, the discussion under "Investment Objective and
Policies -- Proposed Initial Investments" is amended to reflect the approval
by the General Partner of a fourth initial investment for the Partnership.
This investment is an equity investment of $2 million in Westlink Holdings,
Inc. ("Westlink"). Merrill Lynch Capital Partners, Inc. formed Westlink as
an acquisition vehicle to acquire the assets of US Paging, Inc., which was a
subsidiary of US West, Inc. Westlink, headquartered in San Diego,
California, provides local paging, wide area metropolitan service, regional
paging service and national paging service to more than 300,000 subscribers
in 15 primary markets serving the Midwest, Southwest, and Pacific Northwest
regions. Westlink, the eighth and largest paging company, provides four
basic types of paging services: tone only, display, tone and voice, and
alphanumeric. The General Partner has approved an investment by the
Partnership of $2 million in Westlink. As is the case with the other
investments described under this subcaption, the Partnership will not be able
to acquire such investment unless it receives an order under the Investment
Company Act of 1940 from the Securities and Exchange Commission.
