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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
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(Title of Class Securities)
None
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(CUSIP Number)
Matthias B. Bowman
North Tower, World Financial Center, 250 Vesey Street, New York, New York 10281
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 21, 1994
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(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
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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
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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
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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
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Signature
Matthias B. Bowman
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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