<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._______)*
Acclaim Entertainment, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title Of Class of Securities)
004325205
-----------------------------
(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).
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CUSIP No. 004325205 13G Page 2 of 13 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
4,490,000
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
4,490,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,490,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 004325205 13G Page 3 of 13 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
4,490,000
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
4,490,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,490,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 004325205 13G Page 4 of 13 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
4,490,000
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
4,490,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,490,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 004325205 13G Page 5 of 13 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
4,490,000
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
4,490,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,490,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0%
12 TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 004325205 13G Page 6 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Technology Fund, 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
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
4,490,000
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
4,490,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,490,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0%
12 TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
Item 1 (a) Name of Issuer:
---------------
Acclaim Entertainment, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
-------------------------------------------------
71 Audrey Avenue
Oyster Bay, NY 11771
Item 2 (a) Names of Persons Filing:
-----------------------
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
Princeton Services, Inc.
Merrill Lynch Asset Management, L.P.
Merrill Lynch Technology Fund, 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
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 Technology Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Page 7 of 13 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:
------------
004325205
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
Technology Fund, Inc. (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 Acclaim Entertainment, Inc. (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 Cover Pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
Page 8 of 13 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.
---------------------------------------------------------------
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 Technology
Fund, Inc., a reporting person on this Schedule 13G for which FAM 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 9 of 13 Pages
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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.
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: August 10, 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*
- ------------------
* 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 In c.
Page 10 of 13 Pages
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Merrill Lynch Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ David L.Dick
------------------------------
Name: David L. Dick
Title: Attorney-in-fact*
Merrill Lynch Technology Fund, Inc.
/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 August 5, 1994, included as
Exhibit B to this Schedule 13G.
Page 11 of 13 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 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 Merrill Lynch & Co. are 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 Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be
the beneficial owner of 10% of the common stock of Acclaim Entertainment, Inc.
(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 10% 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 10% of the common stock of the Company
by virtue of its acting as investment advisor to Merrill Lynch Technology Fund,
Inc. an investment company registered under Section 8 of the Investment Company
Act of 1940 which is the beneficial owner of 10% of the common stock of the
Company.
Pursuant to (S)240.13d-4, ML & Co., 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 12 of 13 Pages
<PAGE>
EXHIBIT B TO SCHEDULE 13G
-------------------------
POWER OF ATTORNEY
-----------------
The undersigned, Merrill Lynch Technology Fund, Inc., a corporation duly
organized under the laws of the State of Maryland, with its principal place of
business at 800 Scudders Mill Road, Plainsboro, New Jersey 08536 does hereby
make, constitute and appoint David L. Dick, 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 al
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 5th day of August, 1994.
MERRILL LYNCH TECHNOLOGY FUND, INC.
By: /s/ Robert Harris
-----------------
Name: Robert Harris
Title: Secretary
Page 13 of 13 Pages
