<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._______)*
Federal Paper Board Co.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock**
- --------------------------------------------------------------------------------
(Title Of Class of Securities)
313693103
------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (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 convertible preferred stock (the
"Preferred Stock") (CUSIP 313693509). In the aggregate, Merrill Lynch &
Co., Inc. may be deemed to beneficially own 2,268,496 shares of Common
Stock and 15,000 shares of Preferred Stock.
<PAGE>
CUSIP NO. 313693103 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 BY EACH
2,295,769
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
2,295,769
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,295,769
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 313693103 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 BY EACH
2,287,874
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
2,287,874
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,287,874
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 313693103 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 BY EACH
2,284,533
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
2,284,533
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,284,533
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 313693103 13G Page 5 of 10 Pages
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 BY EACH
2,284,533
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
2,284,533
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,284,533
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
12 TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
Item 1 (a) Name of Issuer:
---------------
Federal Paper Board Co.
Item 1 (b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
75 Chestnut Ridge Road
Montvale, NJ 07645
Item 2 (a) Names of Persons Filing:
-----------------------
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
Princeton Services, Inc.
Merrill Lynch 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
Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Item 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
Page 6 of 10 Pages
<PAGE>
Item 2 (d) Title of Class of Securities:
----------------------------
Common Stock
Item 2 (e) CUSIP Number:
------------
313693103
Item 3
Merrill Lynch & Co., Inc. ("ML&Co."), ML&Group, Inc. ("ML Group") and
Princeton Services, Inc. ("PSI") are parent holding companies, in accordance
with (S) 240.13d-1(b)(1)(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.
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 MLAM (the "Reporting Persons") disclaim beneficial ownership of
the securities of Federal Paper Board Co. (the "Issuer") 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
Issuer covered by this statement, other than in the case of ML&Co. certain
securities of the Issuer held in proprietary accounts of ML&Co.'s broker-dealer
subsidiary.
(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:
Page 7 of 10 Pages
<PAGE>
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. 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
---------------------------------------------------------
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
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.
Page 8 of 10 Pages
<PAGE>
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 14, 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*
Merrill Lynch 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.
Page 9 of 10 Pages
<PAGE>
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, 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
holding companies in accordance with (S) 240.13d-1(b)(1)(ii)(G). The relevant
subsidiaries are set forth below.
ML&Co. may be deemed to be the beneficial owner of common stock of
Federal Paper Board Co. (the "Issuer") held by or deemed to be beneficially
owned by ML Group and Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"). MLPF&S, a wholly-owned direct subsidiary of ML&Co. and a broker-
dealer registered under Section 15 of the Secirities Exchange Act of 1934 (the
"Act"), holds certain of the reported securities in proprietary accounts and may
be deemed to beneficially own certain of the reported securities held in
customer accounts over which MLPF&S has discretionary authority and those 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 5.5% of the common stock of the Issuer by virtue of
its control of PSI and certain Merrill Lynch trust companies, each of which
trust companies is a wholly-owned subsidiary of ML Group and a bank as defined
in Section 3(a)(6) of the Act.
PSI, a wholly-owned direct subsidiary of ML Group, may be deemed to be
the beneficial owner of 5.4% of the common stock of the Issuer by virtue of its
being the general partner of Merrill Lynch Asset Management, L.P. (d/b/a Merrill
Lynch Asset Management) ("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 the beneficial owner of 5.4% of the common stock of the
Issuer as a result of acting as its investment adviser to several investment
companies registered under Section 8 of the Investment Company Act of 1940. No
one investment company advised by MLAM owns more than 5% of the securities of
the Issuer.
Pursuant to (S) 240.13d-4, ML&Co., ML Group, MLPF&S, the Merrill Lynch
trust companies, PSI, and MLAM, disclaim beneficial ownership of the securities
of the Issuer, 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 Act, the beneficial owner of any securities of the Issuer, other than, in
the case of ML&Co. and MLPF&S, securities of the Issuer held by MLPF&S in
proprietary accounts.
Page 10 of 10 Pages
