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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Valero Energy Corporation
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
91913810
- --------------
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement.[ ] (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).
*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).
<PAGE>
Page 2 of 12 Pages
CUSIP NO. 91913810 13G
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* Joint Filing
(a) [ ]
(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
NONE
6. SHARED VOTING POWER
4,131,250
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
4,131,250
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,131,250
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 12 Pages
CUSIP NO. 91913810 13G
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* Joint Filing
(a) [ ]
(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
NONE
6. SHARED VOTING POWER
4,110,950
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
4,110,950
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,110,950
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 12 Pages
CUSIP NO. 91913810 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Princeton Services, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(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
NONE
6. SHARED VOTING POWER
4,110,950
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
4,110,950
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,110,950
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 5 of 12 Pages
CUSIP NO. 91913810 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Asset Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(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
NONE
6. SHARED VOTING POWER
4,110,950
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
4,110,950
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,110,950
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 6 of 12 Pages
CUSIP NO. 91913810 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Growth Fund for Investment & Retirement
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
4,000,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
4,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
12. TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 7 of 12 Pages
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
Valero Energy Corporation
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
530 McCallaugh Avenue
San Antonio, Texas 78215
ITEM 2 (a) Name of Persons Filing:
---------------------
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc..
Princeton Services, Inc.
Merrill Lynch Asset Management, L.P.
Merrill Lynch Growth Fund for Investment & Retirement
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Merrill Lynch Group, Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Princeton Services, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Growth Fund for Investment & Retirement
800 Scudders Mill Road
Plainsboro, New Jersey 08536
<PAGE>
Page 8 of 12 Pages
ITEM 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
ITEM 2 (d) Title of Class of Securities:
----------------------------
Common Stock
ITEM 2 (e) CUSIP NUMBER:
91913810
ITEM 3
Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch Group, Inc. ("ML
Group") and Princeton Services, Inc. ("PSI") are parent holding companies,
in accordance with (S) 240.13d-1(b) (ii) (G). Merrill Lynch Asset Management,
L.P. (d/b/a) Merrill Lynch Asset Management ("MLAM") is an investment adviser
registered under (S) 203 of the Investment Advisers Act of 1940. Merrill
Lynch Growth Fund for Investment and Retirement (the "Fund") is an investment
company registered under Section 8 of the Investment Company Act of 1940.
ITEM 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, ML&Co., ML Group,
PSI, MLAM and the Fund (the "Reporting Persons") disclaim beneficial ownership
of the securities of Valero Energy Corporation (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 the Cover Pages
(iii) sole power to dispose of or to direct the disposition of:
See Item 7 of Cover Pages
<PAGE>
Page 9 of 12 Pages
(iv) share power to dispose of or direct the disposition of:
See Item 8 of Cover Pages
ITEM 5 Ownership of Five Percent or Less of a Class.
--------------------------------------------
Not Applicable
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
MLAM is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 and acts as an investment adviser to
investment companies registered under Section 8 of the Investment Company Act
of 1940. With respect to securities held by those investment companies,
several persons have the right to receive, or the power to direct the receipt
of dividends from or the proceeds from the sale of, such securities. Merrill
Lynch Growth Fund for Investment & Retirement a reporting person on this
Schedule 13G for which MLAM serves as investment adviser, has an interest that
relates to more than 5% of the class of securities reported herein. No other
person has an interest that relates to more than 5% of the class of securities
reported herein.
ITEM 7 Identification and Classification of the Subsidiary Which
---------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding Company.
---------------------------------------------------------------------
See Exhibit A
ITEM 8 Identification and Classification of Members of the Group.
----------------------------------------------------------
Not Applicable
<PAGE>
Page 10 of 12 Pages
ITEM 9 Notice of Dissolution of Group.
------------------------------
Not Applicable
ITEM 10 Certification
-------------
By signing below each of the undersigned certifies that, to the best of
their knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of and
do not have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
Signature.
- ---------
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: January 30, 1996
Merrill Lynch & Co, Inc.
/s/ Richard B. Alsop
- ----------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact*
Merrill Lynch Group, Inc.
/s/ Richard B. Alsop
- -----------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact**
Princeton Services, Inc.
/s/ Richard B. Alsop
- -----------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact***
- ------------------------------------
* Signed pursuant to a power of attorney, dated November 17, 1995, included
as Exhibit B to this Schedule 13G.
** Signed pursuant to a power of attorney, dated November 17, 1995, included
as Exhibit C to this Schedule 13G.
*** Signed pursuant to a power of attorney, dated November 30, 1995, included
as Exhibit D to this Schedule 13G.
<PAGE>
Page 11 of 13 Pages
Merrill Lynch Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ Richard B. Alsop
- -------------------------
Name: Richard B. Alsop
Title Attorney-In-Fact****
Merrill Lynch Growth Fund for Investment and Retirement
/s/ Richard B. Alsop
- --------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact*****
**** Signed pursuant to a power of attorney, dated November 30, 1995,
included as Exhibit E to this Schedule 13G.
***** Signed pursuant to a power of attorney, dated November 22, 1995,
included as Exhibit F to this Schedule 13G.
<PAGE>
Page 12 of 12 Pages
EXHIBIT A TO SCHEDULE 13G
-------------------------
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
-----------------------------------------
Three of the persons filing this report, Merrill Lynch & Co., Inc., a
Delaware corporation with its principal place of business at World Financial
Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."),
Merrill Lynch Group, Inc., a Delaware corporation with its principal place
of business at World Financial Center, North Tower, 250 Vesey Street, New
York, New York ("ML Group"), and Princeton Services, Inc. a Delaware
corporation with its principal place of business at 800 Scudders Mill Road,
Plainsboro, New Jersey, ("PSI") are parent holding companies pursuant to
(S)240 13d-1(b) (1) (ii) (G). The relevant subsidiaries of ML & Co. are
Merrill Lynch Pierce, Fenner & Smith Incorporated ("MLPF&S"), a Delaware
corporation with its principal place of business at 250 Vesey Street, New
York, New York, ML Group and PSI, which is the general partner of Merrill
Lynch Asset Management, L.P. (d/b/a) Merrill Lynch Asset Management ("MLAM").
The relevant subsidiary of Merrill Lynch Group is PSI.
ML&Co. may be deemed to be the beneficial owner of common stock of Valero
Energy Corporation (the"Company") held by or deemed to be beneficially owned
by MLGroup and MLPF&S.
MLPF&S, a wholly-owned direct subsidiary of ML & Co. and a broker-dealer
registered under Section 15 of the Securities Exchange Act of 1934, may be
deemed to be the beneficial owner of the securities of the Company held by
unit investment trusts for which MLPF&S is the sponsor.
ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be
the beneficial owner of 9.4% of the common stock of the Company by virtue of
its control of its wholly-owned subsidiary, PSI.
PSI, a wholly-owned direct subsidiary of ML Group, may be deemed to be the
beneficial owner of 9.4% of the common stock of the Company by virtue
of its being the general partner of MLAM.
MLAM, a Delaware limited partnership with its principal place of business
at 800 Scudders Mill Road, Plainsboro, New Jersey, is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940. MLAM may
be deemed to be the beneficial owner of 9.4% of the common stock of the
Company as a result of acting as investment adviser to investment companies
registered under Section 8 of the Investment Company Act of 1940 and private
accounts.
One registered investment company advised by MLAM, Merrill Lynch Growth
Fund for Investment & Retirement (the "Fund"), is the beneficial owner of 9.2%
of the securities of common stock of the Company.
Pursuant to (S)240.13d-4, ML & Co., MLPF&S, ML Group, PSI, MLAM and the
Fund disclaim beneficial ownership of the securities of the Company, and the
filing of this Schedule 13G shall not be construed as an admission that any
such entity is, 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.
<PAGE>
Page 13 of 13 Pages
EXHIBIT B
---------
POWER OF ATTORNEY
The undersigned, Merrill Lynch & Co., Inc. (the "Corporation"), a
corporation duly organized under the laws of the State of Delaware, with its
principal place of business at World Financial Center, North Tower, New York,
New York, 10281, does hereby make, constitute and appoint Richard B. Alsop,
Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other
individual from time to time elected or appointed as Secretary or an Assistant
Secretary of the Corporation, acting severally, each of whose address is
Merrill Lynch & Co., Inc., World Financial Center, North Tower, New York, New
York 10281, as its true and lawful attorneys-in-fact, for it and in its name,
place and stead (i) to execute on behalf of the Corporation and cause to be
filed and/or delivered, as required under Section 13(d) of the Securities
Exchange Act of 1934 (the "Act") and the regulations thereunder, any number,
as appropriate, of original, copies, or electronic filings of the Securities
and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership
Reports (together with any amendments and joint filing agreements under Rule
13d-1(f)(1) of the Act, as may be required thereto) to be filed and/or
delivered with respect to any equity security (as defined in Rule 13d-1(d)
under the Act) beneficially owned by the undersigned and which must be
reported by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, (ii) to execute on behalf of the Corporation and
cause to be filed and/or delivered, any number, as appropriate, of original,
copies or electronic filings of any forms (including, without limitation,
Securities and Exchange Commission Form 3, 4 and 5) required to be filed
pursuant to Section 16(a) of the Act and the regulations thereunder, and
(iii) generally to take such other actions and perform such other things
necessary to effectuate the foregoing as fully in all respects
as if the undersigned could do if personally present. This Power of Attorney
shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of November, 1995.
MERRILL LYNCH & CO., INC.
By: /s/ David H. Komansky
- ----------------------------
Name: David H. Komansky
Title: President and Chief Operating Officer
EXHIBIT C
---------
POWER OF ATTORNEY
The undersigned, Merrill Lynch Group, Inc. (the "Corporation"), a
corporation duly organized under the laws of the State of Delaware, with its
principal place of business at World Financial Center, North Tower, New York,
New York, 10281, does hereby make, constitute and appoint Richard B. Alsop,
Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other
individual from time to time elected or appointed as Secretary or an
Assistant Secretary of the Corporation, acting severally, each of whose
address is Merrill Lynch & Co., Inc., World Financial Center, North Tower,
New York, New York 10281, as its true and lawful attorneys-in-fact, for it
and in its name, place and stead (i) to execute on behalf of the Corporation
and cause to be filed and/or delivered, as required under Section 13(d) of
the Securities Exchange Act of 1934 (the "Act") and the regulations
thereunder, any number, as appropriate, of original, copies, or electronic
filings of the Securities and Exchange Commission Schedule 13D or Schedule
13G Beneficial Ownership Reports (together with any amendments and joint
filing agreements under Rule 13d-1(f)(1) of the Act, as may be required
thereto) to be filed and/or delivered with respect to any equity security (as
defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned
and which must be reported by the undersigned pursuant to Section 13(d) of
the Act and the regulations thereunder, (ii) to execute on behalf of the
Corporation and cause to be filed and/or delivered, any number, as appropriate,
of original, copies or electronic filings of any forms (including, without
limitation, Securities and Exchange Commission Form 3, 4 and 5) required to
be filed pursuant to Section 16(a) of the Act and the regulations thereunder,
and (iii) generally to take such other actions and perform such
other things necessary to effectuate the foregoing as fully in all respects
as if the undersigned could do if personally present. This Power of Attorney
shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of November, 1995.
MERRILL LYNCH GROUP, INC.
By: /s/ Rosemary T. Berkery
- ------------------------------
Name: Rosemary T. Berkery
Title: Vice President and Director
EXHIBIT D
---------
POWER OF ATTORNEY
The undersigned, Princeton Services Inc., a corporation duly organized
under the laws of the State of Delaware, with its principal place of business
at 800 Scudders Mill Road, Plainsboro, New Jersey 08536 does hereby make,
constitute and appoint Richard B. Alsop, Andrea Lowenthal, Richard D. Kreuder,
Gregory T. Russo, or Dauna R. Williams, acting severally, each of whose address
is Merrill Lynch & Co., Inc., World Financial Center, North Tower, New York,
New York 10281, as its true and lawful attorneys-in-fact, for it and in its
name, place and stead to execute and cause to be filed and/or delivered, as
required under Section 13(d) of the Securities Exchange Act of 1934 (the "Act")
and the regulations thereunder, any number, as appropriate, of original,
copies, or electronic filings of the Securities and Exchange Commission
Schedule 13D or Schedule 13G Beneficial Ownership Reports (together with any
amendments and joint filing agreements under Rule 13d-1(f) (1) of the Act, as
may be required thereto) to be filed and/or delivered with respect to any
equity security (as defined in Rule 13d-1(d) under the Act) beneficially owned
by the undersigned and which must be reported by the undersigned pursuant to
Section 13(d) of the Act and the regulations thereunder, and generally to take
such other actions and perform such other things necessary to effectuate the
foregoing as fully in all respects as if the undersigned could do if personally
present. This Power of Attorney shall remain in effect until revoked, in
writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 30th day of November, 1995.
PRINCETON SERVICES INC.
By: /s/ Philip L. Kirstein
- --------------------------------------
Name: Philip L. Kirstein
Title: Director, Senior Vice President
Secretary and General Counsel
EXHIBIT E
---------
POWER OF ATTORNEY
The undersigned, Merrill Lynch Asset Management, L.P. d/b/a Merrill
Lynch Asset Management, a Limited Partnership duly organized under the laws
of the State of Delaware, with its principal place of business at 800 Scudders
Mill Road, Plainsboro, New Jersey 08536 does hereby make, constitute and
appoint Richard B. Alsop, Andrea Lowenthal, Richard D. Kreuder, Gregory T.
Russo, or Dauna R. Williams, acting severally, each of whose address is
Merrill Lynch & Co., Inc., World Financial Center, North Tower, New York,
New York 10281, as its true and lawful attorneys-in-fact, for it and in its
name, place and stead to execute and cause to be filed and/or delivered, as
required under Section 13(d) of the Securities Exchange Act of 1934 (the "Act")
and the regulations thereunder, any number, as appropriate, of original,
copies, or electronic filings of the Securities and Exchange Commission
Schedule 13D or Schedule 13G Beneficial Ownership Reports (together with any
amendments and joint filing agreements under Rule 13d-1(f) (1) of the Act, as
may be required thereto) to be filed and/or delivered with respect to any
equity security (as defined in Rule 13d-1(d) under the Act) beneficially owned
by the undersigned and which must be reported by the undersigned pursuant to
Section 13(d) of the Act and the regulations thereunder, and generally to
take such other actions and perform such other things necessary to effectuate
the foregoing as fully in all respects as if the undersigned could do if
personally present. This Power of Attorney shall remain in effect until
revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 30th day of November, 1995.
Merrill Lynch Asset Management, L.P.
d/b/a Merrill Lynch Asset Management
By: Princeton Services, Inc., General Partner
By: /s/ Philip L. Kirstein
- ---------------------------------------------
Name: Philip L. Kirstein
Title: Director, Senior Vice President
Secretary and General Counsel
EXHIBIT F
---------
POWER OF ATTORNEY
The undersigned, Merrill Lynch Growth Fund for Investment and Retirement,
a corporation duly organized under the laws of the Commonwealth of
Massachusetts with its principal place of business at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536 does hereby make, constitute and appoint Richard
B. Alsop, Andrea Lowenthal, Richard D. Kreuder, Gregory T. Russo, or Dauna R.
Williams, acting severally, each of whose address is Merrill Lynch & Co.,
Inc., World Financial Center, North Tower, New York, New York 10281, as its
true and lawful attorneys-in-fact, for it and in its name, place and stead to
execute and cause to be filed and/or delivered, as required under Section
13(d) of the Securities Exchange Act of 1934 (the "Act") and the regulations
thereunder, any number, as appropriate, of original, copies, or electronic
filings of the Securities and Exchange Commission Schedule 13D or Schedule 13G
Beneficial Ownership Reports (together with any amendments and joint filing
agreements under Rule 13d-1(f)(1) of the Act, as may be required thereto) to
be filed and/or delivered with respect to any equity security (as defined in
Rule 13d-1(d) under the Act) beneficially owned by the undersigned and which
must be reported by the undersigned pursuant to Section 13(d) of the Act and
the regulations thereunder, and generally to take such other actions and
perform such other things necessary to effectuate the foregoing as fully in
all respects as if the undersigned could do if personally present. This
Power of Attorney shall remain in effect until revoked, in writing, by the
undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of November, 1995.
MERRILL LYNCH GROWTH FUND FOR INVESTMENT AND RETIREMENT
By: /s/ Jerry Weiss
- --------------------------------
Name: Jerry Weiss
Title: Secretary
