SCHEDULE 13D
Amendment No. 2
Merry-Go-Round Enterprises, Inc.
Common Stock
Cusip # 590436101
Filing Fee: No
Cusip # 590436101
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 2,945,200
Item 8: None
Item 9: 5,220,800
Item 10: None
Item 11: 5,220,800
Item 13: 9.68%
Item 14: HC
PREAMBLE
The filing of this amended and restated Schedule 13D is not, and should
not be deemed to be, an admission that such Schedule 13D amendment is required
to be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01 par value
(the "Shares") of Merry-Go-Round Enterprises, Inc., a Maryland corporation
(the "Company"). The principal executive offices of the Company are located
at 3300 Fashion Way, Joppa, MD 21035.
Item 2. Identity and Background.
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). FMR is a holding company one of whose principal assets is the
capital stock of a wholly-owned subsidiary, Fidelity Management & Research
Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is
an investment advisor which is registered under Section 203 of the Investment
Advisors Act of 1940 and which provides investment advisory services to more
than 30 investment companies which are registered under Section 8 of the
Investment Company Act of 1940 and serves as investment advisor to certain
other funds which are generally offered to limited groups of investors (the
"Fidelity Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, serves as trustee or managing agent for
various private investment accounts, primarily employee benefit plans and
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in investment management,
venture capital asset management, securities brokerage, transfer and
shareholder servicing and real estate development. The principal offices of
FMR, Fidelity, and FMTC are located at 82 Devonshire Street, Boston,
Massachusetts 02109.
Edward C. Johnson 3d owns 24.9% of the outstanding voting common stock
of FMR. Mr. Johnson 3d is Chairman of FMR Corp. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
The Shares to which this statement relates are owned directly by two of
the Fidelity Funds, and two of the Accounts.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to June 21, 1994, the Fidelity Funds which own or owned Shares
purchased in the aggregate 2,389,800 Shares for cash in the amount of
approximately $7,165,860, including brokerage commissions. The Fidelity Funds
used their own assets in making such purchases and no part of the purchase
price was represented by borrowed funds. The proceeds from 114,200 Shares
sold, prior to June 21, 1994, aggregated approximately $314,540.
Prior to June 21, 1994, the Accounts of FMTC which own or owned Shares
purchased in the aggregate 2,972,400 Shares for cash in the amount of
approximately $8,407,336, including brokerage commissions. The Accounts used
their own assets in making such purchase and no part of the purchases price
was represented by borrowed funds. The proceeds from 27,200 Shares sold,
prior to June 21, 1994, aggregated approximately $58,058.
Item 4. Purpose of Transaction.
The purpose of Fidelity and FMTC in having had the Fidelity Funds and
the Accounts purchase Shares was to acquire an equity interest in the Company
in pursuit of specified investment objectives established by the Board of
Trustees of the Fidelity Funds and by the investors in the Accounts.
Fidelity and FMTC, respectively, intend to review continuously the
equity position of the Fidelity Funds and Accounts in the Company. Depending
upon future evaluations of the business prospects of the Company and upon
other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, Fidelity may
determine to cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Except as set forth below, neither Fidelity nor FMTC has any present
plan or proposal which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization, liquidation, or sale
of transfer of a material amount of assets involving the Company or any of its
subsidiaries, (ii) any change in the Company's present Board of Directors or
management, (iii) any material changes in the Company's present capitalization
or dividend policy or any other material change in the Company's business or
corporate structure, (iv) any change in the Company's charter or by-laws, or
(v) the Company's common stock becoming eligible for termination of its
registration pursuant to Section 12(g)(4) of the 1934 Act. In addition to the
equity interests, the ownership of which is disclosed in this Schedule, the
Fidelity Funds and Accounts presently own in aggregate approximately $95
million face amount of creditor claims against the Company. In January, 1995,
the Company announced a proposed plan of reorganization for the Company,
Fidelity and FMTC supported the proposed plan. Fidelity and FMTC intend to
continue to work with the Company and with various committees appointed in the
Company's chapter 11 case to finalize a plan of reorganization. The
consummation of any plan of reorganization is likely to result in several of
the transactions or changes referred to in the first sentence of this
paragraph.
Item 5. Interest in Securities of Issuer.
FMR, Fidelity, and FMTC, beneficially own all 5,220,800 Shares.
(a) FMR beneficially owns, through Fidelity, as investment advisor to
the Fidelity Funds, 2,275,600 Shares, or approximately 4.22% of the
outstanding Shares of the Company, and through FMTC, the managing agent for
the Accounts, 2,945,200 Shares, or approximately 5.46% of the outstanding
Shares of the Company. Neither FMR, Fidelity, FMTC, nor any of its affiliates
nor, to the best knowledge of FMR, any of the persons name in Schedule A
hereto, beneficially owns any other Shares. The combined holdings of FMR,
Fidelity, and FMTC, are 5,220,800 Shares, or approximately 9.68% of the
outstanding Shares of the Company.
The number of Shares held by the Fidelity Funds previously reported,
included 792,321 Shares of common stock resulting from the assumed conversion
of $11,884,934 principal amount of a Convertible Fixed Rate Note due May 16,
1997 (the "Convertible Note") (66.666 shares of common stock for each $1,000
principal amount of the note). The number of Shares held by the Accounts
previously reported, included 1,188,481 Shares of common stock resulting from
the assumed conversion of $17,827,400 principal amount of the Convertible Note
(66.666 shares of common stock for each $1,000 principal amount of the note).
The Fidelity Funds and the Accounts had the option to convert the Convertible
Note to Shares for the period from April 30, 1995 to May 31, 1995. Neither
the Fidelity Funds nor the Accounts exercised the conversion option. As the
conversion option has expired, the Fidelity Funds and the Accounts no longer
beneficially own the shares issuable upon conversion.
(b) FMR, through is control of Fidelity, investment advisor to the
Fidelity Funds, and the Funds each has sole power to dispose of the Shares.
Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of
the 2,275,600 Shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the voting of the
Shares under written guidelines established by the Funds' Board of Trustees.
FMR, through its control of FMTC, investment manager to the Accounts, and the
Accounts each has sole dispositive power over 2,945,200 Shares and sole power
to vote or to direct the voting of 2,945,200 Shares, and no power to vote or
to direct the voting of 0 Shares owned by the Accounts.
(c) Except as set forth in Schedule B, neither FMR, or any of its
affiliates, nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto has effected any transaction in Shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
In addition to the equity interests, the ownership of which is disclosed
in this Schedule, the Fidelity Funds and Accounts presently own in aggregate
approximately $95 million face amount of creditor claims owned by the Company.
These creditor claims consist of trade claims, bank claims, the Convertible
Notes referred to in Item 5(a) above, certain indemnification obligations in
connection with the acquisition of the Convertible Note, and certain
additional notes.
Except for the foregoing, neither FMR nor any of its affiliates nor, to
the best knowledge of FMR, any of the persons named in Schedule A hereto has
any joint venture, finder's fee, or other contract or arrangement with any
person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
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.
FMR Corp.
DATE: June 9, 1995 By: /s/Arthur Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Chief Financial Financial Officer,
Officer FMR
