<PAGE>
OMB APPROVAL
OMB NUMBER 3235-0145
EXPIRES: OCTOBER 31, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE........ 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Data General Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock**
- --------------------------------------------------------------------------------
(Title Of Class of Securities)
237688106
------------------------------
(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).
- -----------
** The amount reflected in item 9 of the cover pages may include common stock
issuable upon conversion of 7 3/4% convertible debentures due 2001 (CUSIP
237688AD8). In the aggregate, Merrill Lynch & Co., Inc. may be deemed to
beneficially own 1,750,133 shares of common stock and $3,023,000 principal
amount of 7 3/4% convertible debentures due 2001.
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CUSIP NO. 237688106 13G Page 2 of 10 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* 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
1,887,853
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,887,853
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,887,853
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.33%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 237688106 13G Page 3 of 10 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* 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
1,879,099
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,879,099
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,879,099
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.31%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 237688106 13G Page 4 of 10 Pages
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
1,875,806
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,875,806
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,806
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 237688106 13G Page 5 of 10 Pages
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fund 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
1,875,806
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,875,806
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,806
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
12 TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
Item 1 (a) Name of Issuer:
---------------
Data General Corp.
Item 1 (b) Address of Issuer's Principal Executive Offices:
-------------------------------------------------
4400 Computer Drive
Westborough, MA 01580
Item 2 (a) Names of Persons Filing:
-----------------------
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
Princeton Services, Inc.
Fund Asset Management, L.P.
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
Fund Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Page 6 of 10 Pages
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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:
------------
237688106
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). Fund Asset Management, L.P. ("FAM") is
an investment adviser registered under (S) 203 of the Investment Advisers 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 and FAM (the "Reporting Persons") disclaim beneficial ownership of
the securities of Data General Corp. 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 "Act"), the beneficial owner of any securities of Data General
Corp. covered by this statement, other than certain securities of Data General
Corp. held in Merrill Lynch, Pierce, Fenner & Smith Incorporated proprietary
accounts.
(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
Page 7 of 10 Pages
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(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.
--------------------------------------------
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
FAM 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. No such person's interest
relates to more than 5% of the class of securities herein.
Item 7 Identification and Classification of the Subsidiary Which
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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
Item 9 Notice of Dissolution of Group.
-------------------------------
Not Applicable
Page 8 of 10 Pages
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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 purposes 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: February , 1994 Merrill Lynch & Co., Inc.
/s/ David L. Dick
-------------------------------
Name: David L. Dick
Title: Assistant Secretary
Merrill Lynch Group, Inc.
/s/ David L. Dick
-------------------------------
Name: David L. Dick
Title: Secretary
Princeton Services, Inc.
/s/ David L. Dick
-------------------------------
Name: David L. Dick
Title: Attorney-in-Fact*
Fund Asset Management, L.P.
By: Princeton Services, Inc.
(General Partner)
/s/ David L. Dick
-------------------------------
Name: David L. Dick
Title: Attorney-in-Fact**
________________
* Signed pursuant to a power of attorney, dated February 10, 1994, included as
an exhibit to Schedule 13G filed with the Securities and Exchange Commission by
Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Dial
REIT Inc.
** Signed pursuant to a power of attorney, dated February 10, 1994, included as
an exhibit to Schedule 13G filed with the Securities and Exchange Commission by
Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Matrix
Service Company.
Page 9 of 10 Pages
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EXHIBIT A TO SCHEDULE 13G
-------------------------
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
-----------------------------------------
The person 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."), is a parent
holding company pursuant to (S) 240.13d-1(b)(ii)(G). The relevant subsidiaries
of ML&Co. are Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("MLPF&S"),
Merrill Lynch Group, Inc. ("ML Group"), and Princeton Services, Inc. ("PSI"),
which is the general partner of Fund Asset Management, L.P. ("FAM").
MLPF&S, a Delaware corporation with its principal place of business at
250 Vesey Street, New York, New York, is a wholly-owned direct subsidiary of
ML&Co. and a broker-dealer registered pursuant to the Securities Exchange Act of
1934. MLPF&S is the beneficial owner of less than 5% of the securities of Data
General Corp.
ML Group, a Delaware corporation with its principal place of business
at World Financial Center, North Tower, 250 Vesey Street, New York, New York, a
wholly-owned direct subsidiary of ML&Co., is a holding company pursuant to (S)
240.13d-1(b)(ii)(G). ML Group may be deemed to be the beneficial owner of 5.31%
of the securities of Data General Corp. by virtue of its control of its wholly-
owned subsidiary PSI.
PSI, a Delaware corporation with its principal place of business at
800 Scudders Mill Road, Plainsboro, New Jersey and a wholly-owned direct
subsidiary of ML Group, is a holding company pursuant to (S) 240.13d-
1(b)(ii)(G). PSI may be deemed to be the beneficial owner of 5.3% of the
securities of Data General Corp. by virtue of its being the general partner of
FAM.
FAM, 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.
FAM may be deemed to be the beneficial owner of 5.23% of the common stock
outstanding of Data General Corp. as a result of acting as investment adviser to
investment companies registered under Section 8 of the Investment Company Act of
1940.
Finally, certain Merrill Lynch trust companies, each of which is a
wholly-owned subsidiary of ML Group and a bank as defined in section 3(a)(6) of
the Act, may be deemed to be the beneficial owners of certain of the securities
reported herein.
Pursuant to (S) 240.13d-4, ML&Co., ML Group, MLPF&S, PSI, FAM and the
Merrill Lynch Trust Companies disclaim beneficial ownership of the securities of
Merrill Lynch & Co, Data General Corp. referred to herein, and the filing of
this Schedule 13G by ML&Co. shall not be construed as an admission that such
persons are, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities of Data General Corp. covered by this
statement.
Page 10 of 10 Pages
