<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._______)*
LOMAS FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock**
- --------------------------------------------------------------------------------
(Title Of Class of Securities)
541535100
---------
(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 exercise of Warrants to Purchase Common Stock (CUSIP 541535118)
and conversion of its 9% Convertible Debentures due 2003 (CUSIP 541535AA8). In
the aggregate, Merrill Lynch & Co., Inc. beneficially owns 132,527 shares of
Common Stock, 302,766 Warrants, and $11,686,000 principal amount of Convertible
Debentures.
<PAGE>
CUSIP NO. 541535100 13G PAGE 2 OF 6 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
1,068,005
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,068,005
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,005
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
5.1%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
Item 1 (a) Name of Issuer:
---------------
Lomas Financial Corporation
Item 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
1600 Viceroy Drive
Dallas, Texas 75235
Item 2 (a) Names of Persons Filing:
-----------------------
Merrill Lynch & Co., Inc.
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
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:
------------
541535100
Item 3
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company in
accordance with (S) 240.13d-1(b)(ii)(G).
Item 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, ML&Co. (the
"Reporting Person") disclaims beneficial ownership of the securities of Lomas
Financial Corporation referred to herein, and the filing of this Schedule 13G
shall not be construed as an admission that the Reporting Person 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 covered by these statements.
Page 3 of 6 Pages
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(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:
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.
---------------------------------------------------------------
Not Applicable
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 4 of 6 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, 1995 Merrill Lynch & Co., Inc.
/s/ David L. Dick
-------------------------
Name: David L. Dick
Title: Assistant Secretary
Page 5 of 6 Pages
<PAGE>
EXHIBIT A TO SCHEDULE 13G
-------------------------
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
-----------------------------------------
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 Rule 13d-
1(b)(1)(ii)(G). The relevant subsidiaries of ML&Co. are Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S"), 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") is a holding company
pursuant to Rule 13d-1(b)(1)(ii)(G), which is the general partner of Merrill
Lynch Asset Management, L.P. d/b/a/ Merrill Lynch Asset Management, ("MLAM").
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, is a wholly-owned direct subsidiary of ML&Co. and a broker-dealer
registered under section 15 of the Securities Exchange Act of 1934 (the
"Exchange Act").
ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be
the beneficial owner of the common stock of Lomas Financial Corporation 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 the common stock of Lomas Financial Corporation by virtue of
its wholly-owned subsidiary, 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 less than 5% of the common stock of
Lomas Financial Corporation by virtue of its acting as investment adviser to
investment companies registered under Section 8 of the Investment Company Act of
1940.
Pursuant to (S) 240.13d-4, ML&Co., MLPF&S, ML Group, PSI and MLAM disclaim
beneficial ownership of the securities of Lomas Financial Corporation 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 Lomas Financial
Corporation other than securities held in MLPF&S proprietary accounts.
Page 6 of 6 Pages
