MERRILL LYNCH KECALP L P 1994
SC 13D, 1994-10-05
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                SCHEDULE 13D

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
                            (AMENDMENT NO.____)*


                       MERRILL  LYNCH  KELCALP  L.P. 1994
__________________________________________________________________________
                              (Name of Issuer)

                         Units of Limited Partnership Interest
- --------------------------------------------------------------------------
                        (Title of Class Securities)

                                     None                 
- --------------------------------------------------------------------------
                               (CUSIP Number)


                             Matthias B. Bowman
 North Tower, World Financial Center, 250 Vesey Street, New York, New York 10281
- --------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)

                             September 21, 1994                
- --------------------------------------------------------------------------
           (Date of Event which Requires Filing of this Statement

If the filing  person has previously filed  a statement on Schedule  13D 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 / /.

Check the following box if a fee is being paid with this  statement /x/. (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.)

NOTE:  Six  copies of  this statement,  including all  exhibits, should  be
filed with the  Commission.  See  Rule 13d-1(a) for  other parties to  whom
copies are to be sent.

*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).




                                     1
<PAGE>

                                SCHEDULE 13D
CUSIP NO.         NONE                        PAGE 2 OF 4 PAGES



1       NAME OF REPORTING PERSON
        S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        Matthias B. Bowman  
        ###-##-####
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a) / /
        N/A                                                         (b) / /
3       SEC USE ONLY
4       SOURCE OF FUND*
        PF
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
        PURSUANT TO ITEMS 2(d) or 2(e)
        N/A
6       CITIZENSHIP OR PLACE OF ORGANIZATION
        U.S.A.

     NUMBER OF      7      SOLE VOTING POWER
       SHARES              2,500
    BENEFICIALLY    8      SHARED VOTING POWER
      OWNED BY             0
       EACH         9      SOLE DISPOSITIVE POWER
     REPORTING             2,500
    PERSON WITH     10     SHARED DISPOSITIVE POWER
                           0
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        2,500
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES*                                                    / /
        N/A
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        6.2%
14      TYPE OF REPORTING PERSON*
        IN

                    *SEE INSTRUCTION BEFORE FILLING OUT!
        INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
    (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
                               Page 2 of 4 pages
<PAGE>

ITEM 1.   SECURITY AND ISSUER

     This statement relates to Units  of Limited Partnership Interest.  The
issue  is Merrill  Lynch Kelcalp  L.P. 1994,  a Delaware limited partnership.  
The principal executive office of Merrill Lynch Kelcalp L.P. 1994 is located at
South Tower, World Financial Center, 225 Liberty Street, New York, New York
10080-6123.

ITEM 2.  IDENTITY AND BACKGROUND

     (a)       Matthias B. Bowman

     (b)       North Tower, World  Financial Center, 250 Vesey  Street, New
               York, New York  10081

     (c)       Managing Director, Investment Banking Group, Merrill Lynch &
               Co., Inc. and  First Vice President, Merrill  Lynch, Pierce,
               Fenner & Smith Incorporated

   (d) and (e) During  the last  five years,  Mr. Bowman  (i) has  not been
               convicted  in  a  criminal  proceeding  (excluding   traffic
               violations or similar misdemeanors), and (ii) has not been a
               party to a civil proceeding of a judicial or  administrative
               body  of competent  jurisdiction  and as  a  result of  such
               proceeding was or is subject  to a judgment, decree or final
               order  enjoining  further  violations   of,  or  prohibiting
               activities subject to,  federal or state securities  laws or
               finding any violation of such laws.

     (f)       USA

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     The source and amount of funds necessary for the purchase of the Units
of  Limited Partnership  Interests were  personal  funds in  the amount  of
$2,500,000.

ITEM 4. PURPOSE OF TRANSACTION

     Mr.  Bowman purchased the  Units of  Limited Partnership  Interest for
investment purposes.   At  the present  time, Mr.  Bowman has  no plans  or
proposal  which relate  to  or  would result  in  any of  the  transactions
described  in subparagraphs  (a) through  (j) of  Item 4  of  Schedule 13D;
however, Mr. Bowman reserves the right to change his plans or intentions at
any time  and to  take any  and all  actions that  he deems appropriate  to
maximize the  value of his  investment, including among other  things, from
time  to time  increasing  or decreasing  the  number of  Units  of Limited
Partnership  Interests by acquiring additional Units of Limited Partnership
Interests, or  by disposing  of all or  a portion  of the Units  of Limited
Partnership Interests.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

     (a)  Mr. Bowman  owns 2,500 Units  of Limited Partnership  Interest or
          approximately 6.2% of the class outstanding.




     (b)  Mr. Bowman  has sole power to vote or  dispose of the 2,500 Units
          of Limited Partnership Interests.

     (c)  Mr.  Bowman acquired  his  2,500  Units  of  Limited  Partnership
          Interests as part of an  initial public offering on September 21,
          1994 at a price of $1,000 per unit.

     (d)  None

     (e)  Not applicable.

ITEM 6.  CONTRACTS, ARRANGEMENTS,  UNDERSTANDINGS  OR RELATIONSHIPS  WITH
RESPECT TO SECURITIES OF THE ISSUER

     Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

     Not applicable.

                                    Page 3 of 4 pages
<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:  October 3, 1994

                                           /s/ Matthias B. Bowman              
                                           ------------------------------
                                                   Signature


                                                                     
                                                Matthias B. Bowman     
                                           ------------------------------
                                                    Name/Title

     The original  statement shall be signed by each person on whose behalf
the statement is filed  or his authorized representative.  If the statement
is signed  on behalf of  a person  by his authorized  representative (other
than  an  executive officer  or  general  partner  of this  filing  person,
evidence of the representative's authority to sign on behalf of such person
shall be  filed with  the statement,  provided,  however, that  a power  of
attorney for this  purpose which is already on file with the Commission may
be incorporated by  reference.  The name and  any title of each  person who
signs the statement shall be typed or printed beneath his signature.

     ATTENTION:   INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)


                                    Page 4 of 4 pages





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