-----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, TpAEYUsvL3qsqoclpPjBEEDOvmtqdT14rvr2RX1v3qr49WI5GPIGErvz0zqv7PhN ssq7Dlu4SAdXSZdUo6AFyg== 0000905148-97-000220.txt : 19970222 0000905148-97-000220.hdr.sgml : 19970222 ACCESSION NUMBER: 0000905148-97-000220 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970213 SROS: NONE 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44873 FILM NUMBER: 97530611 BUSINESS ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 4153490800 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: ML VENTURE PARTNERS II LP CENTRAL INDEX KEY: 0000789538 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133324232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CTR N TOWER STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1330 BUSINESS PHONE: 2124491000 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL _________ WASHINGTON, D.C. 20549 OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per response...14.90 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* RAYTEL MEDICAL CORPORATION ----------------------------------------- (Name of Issuer) COMMON STOCK ----------------------------------------- (Title of Class Securities) 755107109 ----------------------- (CUSIP Number) *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). CUSIP NO. 755107109 13G PAGE 2 OF 15 PAGES --- ---- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ML Venture Partners II, L.P. 13-3324232 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / Not Applicable (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.64% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 755107109 13G PAGE 3 OF 15 PAGES --- ---- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch & Co., Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / Not Applicable (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 132,150 shares of common stock (including options to purchase 27,969 shares of common stock) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 132,150 shares of common stock (including options to purchase 27,969 shares of common stock) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,150 shares of common stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.68% 12 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 755107109 13G PAGE 4 OF 15 PAGES --- ---- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Group, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / Not Applicable (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER SHARES 0 6 SHARED VOTING POWER 130,029 shares of common stock (including options to purchase 27,969 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 130,029 shares of common stock (including options to purchase 27,969 shares of common stock) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,029 shares of common stock (including options to purchase 27,969 shares of common stock) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.66% 12 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 755107109 13G PAGE 5 OF 15 PAGES --- ---- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ML Leasing Equipment Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / Not Applicable (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 127,969 shares of common stock 6 SHARED VOTING POWER 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 7 SOLE DISPOSITIVE POWER 8 SHARED DISPOSITIVE POWER 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.64% 12 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 755107109 13G PAGE 6 OF 15 PAGES 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MLVPII Co., L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / Not Applicable (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.64% 12 TYPE OF REPORTING PERSON* IA, PN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 755107109 13G PAGE 7 OF 15 PAGES --- ---- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Venture Capital Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / Not Applicable (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,969 shares of common stock (including options to purchase 27,969 shares of common stock) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.64% 12 TYPE OF REPORTING PERSON* HC, IA, CO *SEE INSTRUCTION BEFORE FILLING OUT! ITEM 1. (a) Name of Issuer -------------- Raytel Medical Corporation (the "Company") (b) Address of Issuer's Principal Executive Offices ----------------------------------------------- 2755 Campus Drive, Suite 200 San Mateo, California 94403 ITEM 2. (a) Name of Persons Filing ---------------------- ML Venture Partners II, L.P. (the "Partnership") Merrill Lynch & Co., Inc. ("ML&Co.") Merrill Lynch Group, Inc. ("ML Group") ML Leasing Equipment Corp. ("ML Leasing") MLVPII Co., L.P. ("MLVPII Co.") Merrill Lynch Venture Capital Inc. ("MLVC") (b) Address of Principal Business Office or, if none, Residence ----------------------------------------------------------- The Partnership, ML&Co., ML Group, ML Leasing, MLVPII Co., and MLVC: World Financial Center - North Tower 250 Vesey Street, 25th Floor New York, New York 10281-1325 (c) Citizenship ----------- See Item 4 of Cover Pages (d) Title of Class of Securities ---------------------------- Common Stock (e) CUSIP Number ------------ 755107109 ITEM 3. Not Applicable with respect to the Partnership. ML & Co., ML Group, ML Leasing and MLVC are parent holding companies in accordance with Section 240.13d-1(b)(1)(ii)(G). MLVPII Co. and MLVC are investment advisers registered under Section 203 of the Investment Advisers Act of 1940. ITEM 4. OWNERSHIP (a) Amount Beneficially Owned ------------------------- See Item 9 of Cover Pages. Pursuant to Section 240.13d-4, the Partnership, ML & Co., ML Group, ML Leasing, MLVPII Co. and MLVC (the "Reporting Persons") disclaim beneficial ownership of the securities of the Company referred to herein, and the filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities of the Company covered by this statement. (b) Percent of Class ---------------- See Item 11 of Cover Pages. (c) Number of shares as to which such person has -------------------------------------------- (i) sole power to vote or to direct the vote See Item 5 of Cover Pages. (ii) shared power to vote or to direct the vote See Item 6 of Cover Pages. (iii) sole power to dispose or to direct the disposition of See Item 7 of Cover Pages. (iv) shared power to dispose or to direct the disposition of: See Item 8 of Cover Pages. 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 Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY See Exhibit A Pursuant to Item 7 attached hereto. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable. ITEM 10. CERTIFICATION Not Applicable. 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: February 12, 1997 ML VENTURE PARTNERS II, L.P., By: MLVPII Co., L.P. (its Managing General Partner) By: Merrill Lynch Venture Capital Inc. (its general partner) ----------------------------- Signature By: /s/ Robert F. Aufenanger/ Executive Vice President ------------------------------ Name/Title MERRILL LYNCH & CO., INC. By: /s/ Marcia L. Tu ------------------------------- Signature Marcia L. Tu/Attorney-in-Fact* ------------------------------- Name/Title MERRILL LYNCH GROUP, INC. By: /s/ Marcia L. Tu -------------------------------- Signature Marcia L. Tu/Attorney-in-Fact** -------------------------------- Name/Title _____________________ * Signed pursuant to a power of attorney included as Exhibit B to this Schedule 13G. ** Signed pursuant to a power of attorney included as Exhibit C to this Schedule 13G. ML LEASING EQUIPMENT CORP. By: /s/ James Rossi ------------------------------ Signature By:/s/ James Rossi/Attorney-in-Fact*** ------------------------------- Name/Title MLVPII CO., L.P. By: Merrill Lynch Venture Capital Inc. (its general partner) By: /s/ Robert F. Aufenanger -------------------------------- Signature MERRILL LYNCH VENTURE CAPITAL INC. By: /s/ Robert F. Aufenanger -------------------------------- Signature Robert F. Aufenanger/Executive Vice President ------------------------------------- Name/Title __________________ *** Signed pursuant to a power of attorney included as Exhibit C to this Schedule 13G. Exhibit A Pursuant to Item 7 ---------------------------- Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch Group, Inc. ("ML Group"), ML Leasing Equipment Corp. ("ML Leasing") and Merrill Lynch Venture Capital Inc. ("MLVC") are filing this Schedule as parent holding companies pursuant to Rule 13d-1(b)(1)(ii)(G) under the Securities Exchange Act of 1934. ML Leasing is also filing as a holder of 28,993 shares of Raytel Medical Corporation. The relevant subsidiaries of ML&Co. are ML Group, Merrill Lynch Pierce, Fenner & Smith Incorporated (MLPF&S), ML Trust FLA, ML Leasing and MLVC. The relevant subsidiaries of ML Group are ML Leasing ML Trust and MLVC. The relevant subsidiary of ML Leasing is MLVC. ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be the beneficial owner of 1.99% of the common stock of Raytel Medical Corporation (the "Company") by virtue of its control of its wholly-owned subsidiary ML Leasing. A wholly-owned subsidiary of ML Group holds 2,060 shares which is less than 5% of the common stock of the Company for the benefit of certain trusts. MLVC, a wholly-owned direct subsidiary of ML Leasing, may be deemed to be the beneficial owner of 1.64% of the common stock of the Company by virtue of its being the general partner of MLVPII Co., L.P. ("MLVPII Co."), which is the Managing General Partner of ML Venture Partners II, L.P. (the "Partnership"). The Partnership, which is registered under the Investment Company Act of 1940 as a business development company, holds in its portfolio 1.64% of the common stock of the Company. MLVC also acts as an investment adviser with respect to the Partnership. MLVC and MLVPII Co. are investment advisers registered under Section 203 of the Investment Advisers Act of 1940. The Item 3 classification of MLVPII Co. is (e). MLPF&S, a broker-dealer and a wholly-owned direct subsidiary of ML&Co., may be deemed to be the beneficial owner of the securities of the Company held in customer accounts over which MLPF&S has discretionary power. Exhibit B --------- POWER OF ATTORNEY TO PREPARE AND EXECUTE DOCUMENTS PURSUANT TO SECTIONS 13 AND 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULES THEREUNDER, BY AND ON BEHALF OF MERRILL LYNCH & CO., INC. KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints MARCIA L. TU its true and lawful attorney-in-fact to: (1) prepare and execute, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Merrill Lynch & Co., Inc.'s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder (collectively, the "Exchange Act"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting the timely filing thereof with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney- in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13 or 16 of the Exchange Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of November 1994. MERRILL LYNCH & CO., INC. By: /s/ Barry S. Friedberg ---------------------------------- Barry S. Friedberg Executive Vice President Exhibit C --------- POWER OF ATTORNEY TO PREPARE AND EXECUTE DOCUMENTS PURSUANT TO SECTIONS 13 AND 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULES THEREUNDER, BY AND ON BEHALF OF MERRILL LYNCH GROUP, INC. KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints MARCIA L. TU its true and lawful attorney-in-fact to: (1) to prepare and execute, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Merrill Lynch Group, Inc.'s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission pursuant to Section 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder (collectively, the "Exchange Act"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting the timely filing thereof with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney- in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Sections 13 or 16 of the Exchange Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of December 1994. MERRILL LYNCH GROUP,INC. By:/s/ Rosemary T. Berkery ------------------------ Exhibit D --------- POWER OF ATTORNEY TO PREPARE AND EXECUTE DOCUMENTS PURSUANT TO SECTIONS 13 AND 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULES THEREUNDER, BY AND ON BEHALF OF ML LEASING EQUIPMENT CORP. KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints JAMES ROSSI its true and lawfully attorney-in-fact to: (1) to prepare and execute, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to ML Leasing Equipment Corp.'s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder (collectively, the "Exchange Act"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting the timely filing thereof with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney- in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Sections 13 or 16 of the Exchange Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of January 1997. ML LEASING EQUIPMENT CORP. By: /s/ Robert L. Marcotte ------------------------------- Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----