-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DsrALQBy9IR4L2y/GrygpiHZj63DLCW/U+2Bl2BnNunEXRaxskClEnQgUdXnoUQ9 bIwdC1OMd19nQgKRn3UU6w== 0000912057-02-003959.txt : 20020414 0000912057-02-003959.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-003959 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020205 GROUP MEMBERS: RORY RIGGS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAYTEL MEDICAL CORP CENTRAL INDEX KEY: 0001002017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 942787342 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44873 FILM NUMBER: 02526700 BUSINESS ADDRESS: STREET 1: 2755 CAMPUS DR STREET 2: STE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 6503490800 MAIL ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BALFOUR LLC CENTRAL INDEX KEY: 0001158186 IRS NUMBER: 11360474 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 595 MADISON AVENUE STREET 2: 19TH CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 595 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 a2069565zsc13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* RAYTEL MEDICAL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 755107109 - -------------------------------------------------------------------------------- (CUSIP Number) Balfour LLC 595 Madison Avenue 19th Floor New York, NY 10022 Attn: Rory Riggs (212) 713-5066 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 4, 2002 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-7 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 disclosures provided in a prior cover page. The information required on 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). CUSIP No. 755107109 - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Balfour LLC - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group (See Instructions): (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) OO - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization New York - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power: Beneficially Owned 342,516 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power: 0 -------------------------------------------------- (9) Sole Dispositive Power: 342,516 -------------------------------------------------- (10) Shared Dispositive Power: 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 342,516 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11): 11.7%(1) - ------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - ------------------------------------------------------------------------------- (1) Based on 2,919,776 shares outstanding as of November 30, 2001. Schedule 13D CUSIP No. 755107109 - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rory Riggs - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group (See Instructions): (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) PF - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization U.S.A. - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power: Beneficially Owned 355,782(1) by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power: -------------------------------------------------- (9) Sole Dispositive Power: 355,782(1) -------------------------------------------------- (10) Shared Dispositive Power: - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 355,782(1) - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 12.2%(2) - ------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------- (1) Includes 342,516 shares held by Balfour LLC and 13,266 shares held jointly by Mr. Riggs and his sister, Robin Rhys Riggs. (2) Based on 2,919,776 shares outstanding as of November 30, 2001. Schedule 13D Balfour LLC ("Balfour"), a New York limited liability company, and Rory Riggs, its sole member (together with Balfour, the "Reporting Persons"), hereby file this Amendment No. 2 to amend the Schedule 13D originally filed with the Securities and Exchange Commission on August 28, 2001. To the extent that any statement in this Amendment No. 2 is inconsistent with the Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on December 18, 2001 by Richard F. Bader, Albert J. Henry, RT Acquisition Group, Inc. and the Reporting Persons ("Amendment No. 1"), this Amendment No. 2 amends such Amendment No. 1, but only with respect to the Reporting Persons. ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Amendment No. 2 to Schedule 13D relates is the common stock, $.001 par value (the "Common Stock"), of Raytel Medical Corporation (the "Issuer"). The Issuer's principal executive offices are located at 2755 Campus Drive, Suite 200, San Mateo, California 94403. ITEM 2. IDENTITY AND BACKGROUND. The principal business of Balfour is investing. Mr. Riggs is the sole member of Balfour. The principal place of business of each of the Reporting Persons is 595 Madison Avenue, 19th Floor, New York, New York 10022. Mr. Riggs is a citizen of the United States. During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body as a result of which a judgment, decree, or final order has been issued enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Riggs utilized his own personal funds for the purchase of the shares of Common Stock. The aggregate purchase price of the shares of Common Stock was approximately $1,618,935.00. ITEM 4. PURPOSE OF TRANSACTION. This Amendment No. 2 to Schedule 13D incorporates by reference the Amendment No. 1, and the information provided therein under Item 4. Item 4 is hereby amended, solely with respect to the Reporting Persons, as follows: Balfour intends to speak with certain of the Issuer's shareholders to discuss its concerns that the Issuer take all procedures and acts to maximize shareholder value in connection with a potential sale transaction. In addition, Balfour also intends to discuss with the Issuer's shareholders its request that the Issuer call a special meeting of shareholders and/or Balfour's intent to possibly initiate a proxy solicitation in order to nominate a new slate of directors supported by Balfour who would exercise their fiduciary duties to cause the Issuer to enter into a sale process designed to maximize shareholder value. Balfour has sent a letter to the board of directors of the Issuer stating its intention to discuss the above matters. A copy of this letter is attached as Exhibit 2 hereto. Except as described in this Item 4, the Reporting Person does not have any present plan or proposal which would relate to or would result in any of the actions referred to in items (a) through (j) of Item 4 of Schedule 13D of the Securities and Exchange Commission. The Reporting Person does however, reserve the right in the future to adopt such plans or proposals subject to compliance with applicable regulatory requirements. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. This Amendment No. 2 to Schedule 13D incorporates by reference the Schedule 13D filed by the Reporting Persons on August 28, 2001 and Amendment No. 1, and amends the information provided therein under Item 5, paragraphs (a) and (b), to read as follows: Schedule 13D (a) As of January 23, 2002, Balfour LLC beneficially owned 342,516 shares (11.7%) of the Issuer's Common Stock. As of January 23, 2002, Rory Riggs beneficially owned 355,782 shares (12.2%) of the Issuer's Common Stock, which amount includes 342,516 shares of Common Stock beneficially owned by Balfour and 13,266 shares of Common Stock held jointly by Mr. Riggs and his sister, Robin Rhys Riggs. (b) As of January 23, 2002, Balfour LLC had the sole power to vote and dispose of 342,516 shares (11.7%) of the Issuer's Common Stock. As of January 23, 2002, Rory Riggs had the sole power to vote and dispose of 355,782 shares (12.2%) of the Issuer's Common Stock, which amount includes 342,516 shares of Common Stock beneficially owned by Balfour and 13,266 shares of Common Stock held jointly by Mr. Riggs and his sister, Robin Rhys Riggs. (c) There have been no additional transactions in the Issuer's Common Stock since Amendment No. 1 was filed by the Reporting Persons on December 18, 2002. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than the Joint Filing Agreement filed as Exhibit 1 to this filing, the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 1, and as described in Item 4 of Amendment No. 1, as incorporated by reference herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders 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. NO. DESCRIPTION 1. Joint Filing Agreement dated February 4, 2002 by and among Balfour LLC and Rory Riggs. 2. Letter to Issuer's Board of Directors dated February 1, 2002. -4- Schedule 13D SIGNATURE 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. Dated: February 4, 2002 ------------------------ Balfour LLC By: /s/ Rory Riggs ---------------------- Name: Rory Riggs Title: Sole Member /s/ Rory Riggs ---------------------------- Rory Riggs EX-1 3 a2069565zex-1.txt EXHIBIT 1 Schedule 13D Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Amendment No. 2 to the Statement on Schedule 13D dated August 27, 2001 (including amendments thereto) with respect to the Common Stock of Raytel Medical Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Amendment No. 2. Dated: February 4, 2002 /s/ Rory Riggs ---------------------------- Rory Riggs Balfour LLC By: /s/ Rory Riggs ---------------------- Name: Rory Riggs Title: Member EX-2 4 a2069565zex-2.txt EXHIBIT 2 Schedule 13D Exhibit 2 February 1, 2002 Board of Directors Raytel Medical Corporation 2755 Campus Drive, Suite 200 San Mateo, CA 94403 Fax: (650) 349-8850 Ladies and Gentlemen: The undersigned acts as counsel to Balfour LLC ("Balfour"), the largest single stockholder of Raytel Medical Corporation ("Raytel"). The undersigned hereby makes reference to those letters dated January 15, 2002 and January 25, 2002, sent to the Board of Directors of Raytel on behalf of Balfour by Pryor Cashman Sherman & Flynn LLP objecting to the auction process utilized by Raytel and stating appropriate valuation metrics. Reference is further made to that certain letter dated December 21, 2001, sent to the counsel for the Special Committee to the Board (together with the January 15, 2002 and January 25, 2002 letters, the "Prior Letters"). In furtherance of the Prior Letters, Balfour hereby informs the Board of Directors of Raytel that, in order to ensure that all procedures and acts are taken to maximize shareholder value, Balfour intends to contact other Raytel shareholders to discuss its concerns. In addition, Balfour will discuss its request that the Board of Directors call a special meeting of shareholders and/or will initiate a proxy solicitation in order to nominate a new slate of directors supported by Balfour who would exercise their fiduciary duties to cause Raytel to enter into a sale process designed to maximize shareholder value. Please be advised that Balfour reserves its legal rights and remedies. Very truly yours, /s/ Lawrence Remmel Lawrence Remmel cc: Balfour LLC Lawrence M Braun, Esq. John D. Hussey, Esq. Sheppard Mullin Richter & Hampton LLP Attorneys to the Special Committee 333 South Hope Street Los Angeles, CA 90071 Fax: 213-620-1398 -----END PRIVACY-ENHANCED MESSAGE-----