-----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, KrIDV8aZdS3kQWj+36FEu9WurQ3ZHGVPJmTCG4uNW6splsU4CYd9f5/mb8y62/p1 fBBvFtE0skbyK7RcItINhA== 0000912057-02-006866.txt : 20020414 0000912057-02-006866.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-006866 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020219 GROUP MEMBERS: RORY RIGGS 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 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: 02553613 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 SC 13D/A 1 a2071388zsc13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* 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 15, 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 Sections 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. Section 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 of a Group (See Instructions): (a) (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 7. Sole Voting Power: Shares Beneficially 342,516 Owned by ------------------------------------------------------------- Each 8. Shared Voting Power: Reporting Person With 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. Scheduel 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 of a Group (See Instructions): (a) (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 7. Sole Voting Power: Shares Beneficially 355,782(1) Owned by ------------------------------------------------------------- Each 8. Shared Voting Power: Reporting Person With ------------------------------------------------------------- 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. 3 to amend the Schedule 13D originally filed with the Securities and Exchange Commission on August 28, 2001, as amended by Amendment No 1 filed with the Securities and Exchange Commission on December 18, 2001, and as further amended by Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on February 5, 2002. ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Amendment No. 3 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. 3 to Schedule 13D incorporates by reference Amendment No. 2 to Schedule 13D, and the information provided therein under Item 4. Item 4 is hereby amended as follows: On December 19, 2001, the non-binding proposal submitted to the Issuer's financial advisor on December 17, 2001, by Richard F. Bader, Albert J. Henry and RT Acquisition Group, Inc., acting as a group with Balfour, expired in accordance with its terms. On February 8, 2002, the Issuer announced that it had entered into a definitive merger agreement with SHL Telemedicine Ltd. ("SHL") pursuant to which SHL agreed to acquire the Issuer (the "SHL Transaction"). Balfour no longer intends to act in concert with Mr. Bader, Mr. Henry and RT Acquisition Group in connection with the non-binding proposal submitted on December 17, 2001. By reason of these activities, Balfour, Mr. Bader, Mr. Henry, and RT Acquisition Group may no longer be deemed to constitute a "group" (as such term is used in Section 13(d)(3) of the rules and regulations under the Securities Exchange Act of 1943, as amended). Balfour intends to (1) continue to seek a special meeting of shareholders and/or 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 and (2) exercise its rights to demand appraisal rights should the SHL Transaction be consummated. Balfour has sent a letter to the board of directors of the Issuer stating its intention to act in the aforementioned manner. Except as described in this Item 4 and in Item 6 below, the Reporting Persons do 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. Schedule 13D ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. This Amendment No. 3 to Schedule 13D incorporates by reference the Schedule 13D filed by the Reporting Persons on August 28, 2001, Amendment No. 1 and Amendment No. 2 and amends the information provided therein under Item 5, paragraphs (a) and (b), to read as follows: (a) As of February 15, 2002, Balfour LLC beneficially owned 342,516 shares (11.7%) of the Issuer's Common Stock. As of February 15, 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 February 15, 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 February 15, 2002, Rory Riggs had the sole power to vote and dispose of 342,516 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, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any Reporting Persons 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 19, 2002 by and among Balfour LLC, and Rory Riggs. 2. Letter to Issuer's Board of Directors dated February 15, 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 19, 2002 ------------------------- Balfour LLC By: /s/ Rory Riggs ---------------------- Name: Rory Riggs Title: Sole Member /s/ Rory Riggs --------------------------- Rory Riggs -5- EX-1 3 a2071388zex-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. 3 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. 3. Dated: February 19, 2002 /s/ Rory Riggs --------------------------- Rory Riggs Balfour LLC By: /s/ Rory Riggs ---------------------- Name: Rory Riggs Title: Sole Member -6- EX-2 4 a2071388zex-2.txt EXHIBIT 2 Schedule 13D Exhibit 2 BALFOUR LLC 595 Madison Avenue - 19th Floor New York, New York 10022 Tel.: 212-713-5065 February 15, 2002 Board of Directors Raytel Medical Corporation 2755 Campus Drive, Suite 200 San Mateo, CA 94403 Fax: (650) 349-8850 Ladies and Gentlemen: Balfour LLC ("Balfour") is the largest single stockholder of Raytel Medical Corporation ("Raytel"). Balfour has received notice of the signing by Raytel of the merger agreement with SHL Telemedicine Ltd. (the "Proposed Merger"). Balfour is outraged by the Board's insistence on continuing its flawed auction process in breach of its fiduciary duties. Balfour intends (1) to continue to seek a shareholder's meeting at which Balfour's slate of directors may be proposed, and (2) to exercise its rights to demand appraisal rights should the Proposed Merger be consummated. As stated in prior letters to you by Balfour's counsel, the Board and its agents have run a flawed auction process. Balfour believes it was shut out of the bidding process. Balfour believes that other bidders had similar experiences. The result is that the shareholders of Raytel have been presented with a Proposed Merger which is inadequate and which grossly undervalues Raytel. The most important transaction in Raytel's history was determined by a Special Committee of only two. Raytel's Certificate of Incorporation requires its Board to have at least six (6) members. The Board of Raytel currently has only three (3) members, in violation of its own Certificate of Incorporation. Balfour reserves all rights and remedies against the Board and the Special Committee, and their agents, for their actions in connection with the Proposed Merger. Please be advised that Balfour reserves its legal rights and remedies. Very truly yours, BALFOUR LLC By: /s/ Rory Riggs ----------------------------- Name: Rory Riggs Title: Sole Member cc: 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 -7- -----END PRIVACY-ENHANCED MESSAGE-----